A New Nightmare
by R. J. Niner
Summary: When a Fairy Tail member returns after two years from a mission, Lucy is intrigued by her strange behavior. However, when Magnolia is threatened by a dark guild and dark secrets begin to surface, it may take more than just strength and friendship to protect Fairy Tail's home. Contains OC, rated T to be safe. Hope you like it.
1. I'm Home?

It was just like any other day in the guild of Fairy Tail. Lucy had just come back from another quest with Natsu and Happy. Almost immediately, Natsu escaped from Lucy's lecture for destroying half the town by taunting Gray into another fight. Lucy sighed as she stood in the front door, watching as tables and people flew left and right. Barely dodging a blast of fire, she gave an acknowledging smile at the familiar scene and decided to head home for a nice relaxing shower.

Just as she was about to leave, someone came up from behind and tapped her on the shoulder.

"Excuse me, miss! Is this the Fairy Tail guild?" the stranger asked in a low but boyish voice. He wore a dark, ragged cloak that revealed his two bandaged feet. His hood completely hid his eyes from view, but his face was deathly pale. He was slightly shorter than Lucy.

Lucy gave a start, wondering what the boy wanted. She stammered, "Uh, yeah. Do you need something?"

"Is Erza in the guild right now?"

"Eh?" Lucy thought for a second before replying, "She went on a quest a few days ago. She might be coming back soon."

"Then what about Master?" the boy quickly continued.

"Hmm… I think he was called to the Magic Council again. Do you need to see them?"

A grin suddenly appeared on the boy's face. He replied, "Nope! Thanks so much, miss!"

From inside the guild, Natsu froze, about to deliver a punch in Gray's face. He sniffed the air with a suspicious face and snapped his head towards the front door where Lucy was talking with a cloaked stranger. He suddenly paled and raced in their direction, shouting, "Lucy, look out!"

A loud bang filled the air as wind sent Lucy crashing into the walls. The stranger ran straight at Natsu, his hood falling off his head to reveal a girl with shoulder length black hair. She leapt into the air with a wild and crazed look on her face, her right eye glinting with delight and madness, an eye patch covering her left as she shouted, "I found you, Natsu Dragoneel!"

Levy ran over to Lucy to help her up on her feet. Around them, Lucy saw the familiar scene once more. Furniture was flying in the air as magic flew astray. Only this time, even Gray was shying away from the battle with a slightly scared look on his face as fire battled wind.

"WHAT ARE YOU DOING?" Erza shouted from the front door, her hands on her hips. She'd just come back from a tiring quest and would've loved nothing more than some peace and quiet.

The two of them froze in their fight, looking over at Erza as both of their faces paled. Natsu put on a weak smile and pointed at the stranger, mumbling, "It's Layna's fault."

Erza's eyes narrowed with fury when they fell on the girl. She snarled, "You!"

The girl put on a forced smile and muttered, "Oh… crap."

She suddenly started to race out of the guild at lightning speed, but was still easily caught by Erza, who immediately punched her on the head. The girl sunk onto the floor, clutching her head in pain.

Glaring down at her, Erza demanded, "Layna Nightmare! What do you have to say for yourself?"

Lucy edged over to Levy and whispered, "Who is she? An enemy?"

Levy just shook her head, and whispered back, "Don't worry, Lu-chan. It'll turn out fine."

She was staring at the two of them as was the rest of the guild. Finally, after a long silence, Layna sheepishly grinned and started to scratch her head. She glanced to her right before looking up at Erza. She replied, "Uh… I'm home, Erza-chan?"

Erza frowned and took in a deep breath. Eventually, she helped Layna up to her feet and smiled. "Welcome home, you idiot."

Lucy watched in amazement as the two girls wandered over to a table like old friends. The whole guild seemed to let out a long sigh of relief and quickly started to continue about on their own business.

Levy nudged Lucy and grinned. "See, didn't I tell you?"

"Who is this Layna person?" Lucy asked.

Levy started to drag her over to where Erza sat with Layna. She explained, "Layna's a member of Fairy Tail too. She left on a mission two years ago so that's probably why you've never seen her before."

"She went on a mission two years ago?" Lucy exclaimed. "Just what kind of mission did she take?"

Levy stopped for a second and whispered, "Don't talk about it in front of Erza. Layna went against Master's orders and decided to do a 10-year mission on her own."

"WHAT?" Lucy shouted, drawing the attention of everyone in the guild. She gave a dry laugh to get everyone to continue what they were doing before she whispered into Levy's ear, "She's a S-class mage?"

Levy shook her head and replied, "She's never passed the test before, though Erza says it's because Layna purposely fails."

Lucy couldn't help wondering just who this insanely strong person might be. Levy walked over to their table and asked Erza, "Mind if we join you?"

They slid into the seats next to them, Lucy by Erza and Levy by Layna. Layna glanced over at Lucy and grinned. She said, "Thanks and sorry about before."

"No problem," Lucy replied. "My name's Lucy. It's nice to meet you."

"I see," Layna said, nodding her head. She suddenly looked around and remarked, "When did the guild get so big? It took me ten minutes to find this building. And there's so many new people too!"

"Well, a lot has happened since you left, Layna," Mirajane said, handing her a drink. "You'll be surprised by everything that's changed."

"Eh?" Layna sighed, sipping her cup of water. She stared at Natsu who was being chided by Lisanna. She kept staring before she started blinking rapidly. It wasn't long before she choked on a mouthful of water.

"Hey, what's wrong?" Erza asked, looking at her concernedly.

"I... I think I saw Lisanna's ghost..." Layna muttered, still staring at Lisanna.

"What did I say? Lots of surprises, right?" Mirajane said, smiling.

Layna looked from Mirajane to Lisanna, spluttering, "Y-you mean... L-Lisanna, she..."

When Mirajane gave an encouraging nod, Layna flew from her seat, squeezing a surprised Lisanna into a tight hug as she cried, "Lisanna! I missed you so much!"

Lucy watched as Layna started bawling her head off as Lisanna comforted her with a kind smile. She turned to ask Erza, "How old is Layna?"

"Hmm? I think she should around sixteen," Erza replied, smiling acknowledging at the scene like it was an everyday sight.

Lucy gave a dry laugh as Layna's tears disappear into sniffles while she petted Happy's head. Lisanna was telling her the story about Edolas, and even Natsu was listening, though with a bored look on his face.

"Looks like Fairy Tail just got even more interesting," Lucy thought to herself with a smile. She was looking forward to getting to know this Layna Nightmare.

* * *

**A/N: Thanks for reading! I promised a friend to write this, and so I did.**

**This is my first fanfic so feel free to tell me what you think. **

**Second chapter might take a while, but I'll write it as long as the world doesn't end today.**

**All that said, thanks again and cheers for Fairy Tail!**


	2. The Threat

Just at that moment, the doors to the guild were slammed open with a loud bang, revealing Master's short figure, a stern expression on his face as he stood there with his arms crossed. The guild fell silent, wondering just what had happened.

Erza went up to him and asked, "Master, did the Magic Council say something?"

Master gave a cough and stared at the members of the guild and started, "Oh, in fact they did. I heard many happy tales while I was there. Perhaps you all would like to hear some of it?"

No one dared to reply. Lucy wondered if it was her imagination, but Master seemed to be growing by the second, staring them down with his livid eyes. Gray was the first to face his wrath. He shouted, "Gray! You were supposed to save one girl! Instead I hear of how you took out a building along with several Royal Guards!"

"Eh, well, they were in the way…" Gray mumbled with a guilty look on his face.

"Natsu and Lucy!" Master shouted, turning to them. "Taking down a dark guild does not include taking down half a town! How will you pay for the damage now?"

Lucy slumped down in her seat as she muttered, "But I didn't even do anything…"

"Ahaha, that was a great time, right, Lucy?" Natsu laughed, completely ignoring Master. "We even got a free meal!"

Master just shook his head and said, "Of course, this is all minor compared to the real problem" His eyes fell on Layna, who was calmly finishing a bowl of water as she sat on the table. He shouted, "Layna Nightmare! Putting aside the fact that you broke the rules again, how will you explain the mess you made? There are three towns in need of repairing and a crater in the mountains! You caused a drought in one town and flooded another! You really had the nerve to come back!"

Lucy's mouth dropped open. She stared at Layna, who still looked calm. Together, Erza, Gray and Natsu had destroyed most of the mountains once. To think that Layna had done all that damage by herself… Lucy shivered. She was never going to fight against Layna.

Finally, Layna put down her bowl and jumped onto her feet. She scratched her head and said, "Well, Master, you see, the person I was after was in all of those towns, so I did my best to drive him out of them until he got into the mountains. Besides, the mountains still look as good as ever, and I already gave the towns the money for repairs, brought the water from the first town to the second, so all I had to do was come back and give you this."

She held out her left hand. A magic circle appeared and she dragged something big and heavy out of thin air. It landed on the ground with a dull thump as some coins fell out of the top of the bag, chiming as they hit the floor. Lucy stared at the brown bag in as Layna patted the bag and said, "Ten million jewels, all for you, Master… and of course, this guild."

Jaws were dropping onto the floor as everyone stared at the bag that stood twice Layna's height. Only Erza looked at it with a calm look while Mirajane just continued to smile like it was normal for Layna to have that much money. Master stood firm, his brows furrowed as he said, "You think I'll forgive you because of this?"

"I hope so," Layna said. "Of course, I could just take back the money…"

Master sighed and said, "Fine, fine. I'll let you off just this once. But back to business. I have graver news from the Council."

He took out a small note and held it out to Erza, who read it with a serious look. He said, "A few days ago, the Magic Council intercepted a letter that was about to be sent to the mayor of Magnolia. They called me to discuss the note. It's lucky they did. It could have caused much chaos and trouble for the town."

Everyone crowded around Erza to read the note. Lucy stood on tiptoes and managed to read:

_To the mayor of Magnolia and all its residents:_

_Greetings._

_I rather dislike bloodshed, but sometimes that is a necessary means of survival.  
__To keep casualties at a minimum, please tell the citizens to leave Magnolia for the next few weeks and leave all valuables behind.  
If you follow our directions, I promise to leave Magnolia in the condition it is in. If not, be prepared to suffer fighting and chaos.  
Everything we want will always become ours.  
__I wish you a good day.__  
_

_Grim Reaper_

A dead silence seemed to fall over the guild. No one spoke a word as the words of the letter hung grimly over their heads.

"What's Grim Reaper?" Lucy whispered to Levy. She was unnerved by the silence in the guild. Nothing scared or threatened Fairy Tail.

"You don't know? For the past few years, they've been raiding towns of food and money. If they decide to raid a town, everyone has to let them take whatever they want or else there'll be a mass slaughter. No one has been able to fight against them," Levy whispered back. Her fearful look backed up her words.

Lucy let the thought sink in. Her home was being threatened, and they, the strongest guild in Fiore, could do nothing about it? How could that be?

"Old gramps, don't tell me you're letting this guild have their way," Natsu said, breaking the silence. He made a fist with his left hand and planting it into his right like he was ready for a fight.

"Yeah, it's about time someone showed them who's the boss around here," Gray agreed, his clothes somehow disappearing in the process.

Soon, most of the guild members were shouting out ideas and suggestions before Master ordered them to stop. He cleared his throat and said, "Listen up, everyone. This is our home. No one can order us to leave our home and agree to unjust terms. Soon we will be facing a battle to protect our home, our family, and our friends. We will show them the true power of Fairy Tail when we are united as one, but first, I need someone to agree to this plan."

Everyone followed Master's gaze as he stared directly at Layna. She was frowning like she wanted to be elsewhere, but under the watchful eyes of her fellow guild members, she let out a long sigh. When she returned Master's gaze, the wild glint in her eyes that Lucy had first seen had returned as she smirked, "All right. Let's go destroy these bastards."


	3. Preparations

The next week was hectic as everyone rushed to prepare for the attack. The townspeople were evacuated for their safety, though Master gave them a worthy excuse that the guild was going to use the town as training grounds for the next few weeks. He had promised to keep Magnolia in perfect condition, to which the mayor finally obliged to evacuate the people.

Natsu was eating torches of fire as Layna sat beside him, sipping her water. Lucy hadn't seen her eat anything else. Several other things struck her as strange, so she slid up next to Layna and asked, "So why did you attack Natsu on your first day back?"

"Oh, I told him I'd do that when I got back. You know, for fun," Layna said, grinning.

"So you're Natsu-san's friend?" Wendy asked, coming over to their table.

"Yep! He's my best friend, after Lisanna and after Erza," Layna replied. "You have a cat too?"

Carla crossed her arms as she padded over to stand in front of Layna. She said, "You must be someone to be best friends with Erza. What magic do you have?"

"Mimicking Magic. Cool right? But I don't do Dragon Slayer magic or Celestial magic," Layna said.

"Lucy! Come over here for a sec!" Erza called out from the other side of the guild. Lucy got up with a sigh and left the happy party. Layna was laughing at Gray for losing his clothes again while Gajeel was trying to get her to mimic his magic.

"Help me check if we have all the supplies," Erza said, starting to head off towards the back of the guild.

Lucy let out a long sigh. Why did it have to be her out of all people? Natsu hadn't done anything at all for the past few days except for eating. Neither had Layna or any of the guild, to tell the truth.

"Is something wrong?" Lucy asked, definite that there must be a reason Erza picked her to help.

Erza was checking things off a list. She stopped and faced Lucy. She asked, "So what do you think of Layna?"

"Hmm? She's a good person. Why ask?"

Erza gave a smile and continued her work. She said, "That's good. When I last saw her, she was still upset over Lisanna's death. I was worried that she would be conflicted over this next battle."

"Why would she be conflicted?" Lucy asked, glancing at her own list of items to check off.

"What? Oh, nothing. I meant to say I was worried she'd destroy the town," Erza hastily replied, hustling along the rows of food and furniture. Lucy knew something was up but decided not to question it. The upcoming battle was more important. Maybe it had something to do with Master asking Layna if they ought to fight or not. They returned to the main room, where Lucy took back her seat. Natsu must have provoked Layna into a fight because he was lying half-dazed on a table.

Warren's voice suddenly filled their heads as he gave a report. "All townspeople have been evacuated safely. Tents have been spotted on the outskirts of town. What should we do?"

"I say we go out there and burn them down," Natsu cackled, immediately shooting up onto his feet, completely recovered.

"No," Erza said firmly. "It could be a distraction. We should split into two teams."

"Good idea. I'll stay behind," Layna volunteered.

Erza sighed and started giving orders as Master drank from his mug, completely at ease. The usual team of Natsu, Gray, Lucy and Erza were staying at the guild with Layna, Wendy and Juvia. The rest were off to the borders of town to keep an eye on the invaders.

"Remember everyone! We are fighting for our homes and our friends. We are strongest when we are united. This is our battle, and victory will be ours! For Fairy Tail!" Erza shouted, raising her sword into the air.

"Aye, sir!" Happy agreed, flying into the air as the guild filled with shouts of agreement. Lucy grinned as she watched her friends raised their fists into the air. There was no way they could lose.

* * *

From far up on the rocky hills that overlooked the town of Magnolia, a lone figure stood there, watching the silent town solemnly. The lights were shining bright in the Fairy Tail guild, perhaps the only ones visible in the dusk. Night was falling, and a chill was starting to settle in. The young man buried his hands deeper into his pockets as a pink cat flew in and landed next to him.

"What are you looking at, Rune?" the cat asked, trying to follow the man's gaze.

Rune chuckled and picked the cat up into his arms. He pointed at the guild and said, "You see over there, Yumi? That's going to be our enemy."

"The big one with the shiny lights?" Yumi asked, staring up at Rune.

When he nodded, someone gave a snort behind him. Yoru plodded next to Rune, his black cat fur blending into the dark. He said, "Those amateurs don't stand a chance against us."

"You think so, Yoru? I've been looking forward to today for a while," Rune replied, setting Yumi back onto the ground to button his long red coat.

"Why?" Yoru demanded, fixing Rune with his stoney gaze.

Rune just grinned and started to stare at Fairy Tail again. He replied, "Don't you think it's a great time to see Layna again?"

"Hmph," Yoru snorted. "Defeat is befitting for a traitor."

"Now, now," Rune chided. "Be a good sport. This is supposed to be a happy event, remember?"

When Yoru didn't reply, Rune let out a sigh and decided he'd had enough with staring at the guild from afar. Calling for some of his best men, he began his descent towards Magnolia with one cat flying on each side of him, advancing boldly through the now empty streets of the once vibrant and bustling town.

It was about time he paid his greetings to his new enemy.

* * *

**A/N****: Wow, this is uploading faster than I thought. **

**Many thanks to everyone who's read to this far!**


	4. The First Enemy

"Why can't we go with them to the fight?" Natsu complained, slumping over the table.

Erza ignored him and said, "We should patrol the streets and make sure no one's causing trouble in the town. Wendy can go with Natsu, Juvia with Gray, and Lucy, you can stay with Layna. Take down anyone who's causing trouble and try to not destroy the town, got it?"

"Okay! Let's go, Happy!" Natsu shouted, jumping up and running out of the guild. Happy shouted "Aye, sir!" and flew after him with Wendy and Carla hot on their heels.

"Juvia-chan will do anything to protect Gray-sama!" Juvia exclaimed, clinging to Gray as he went out of the guild with a sigh. He wasn't sure if Erza had planned this or not.

After Lucy had followed Layna out onto the streets, they walked in silence for a while. The street lamps illuminated their path, casting a dark shadow over both of them. Layna had pulled her hood back over her head again, her bare, bandaged feet padding forward on the stone pavement.

"Are your feet hurt?" Lucy asked. She was worried that Layna might not be feeling well.

"Nah, it's fine. I don't like shoes, that's all," Layna replied, her lips barely moving. The cheerful Layna that Lucy had seen before seemed to have disappeared, replaced by a dark, sullen figure whose every step melted into the shadows.

"Is something wrong?" Lucy asked again, her worry growing.

Layna cast her a side glance before stopping in the middle of the road. She turned to face the silent river and stared up at the night sky. The stars were shining brightly tonight. A shooting star suddenly appeared out of nowhere, streaking across the night sky. Lucy closed her eyes and wished that her friends and home would be safe and that the battle would soon be over. She glanced over at Layna, who just continued to stare at the sky with a bored look.

"Did you wish for something?" Lucy asked.

Layna shook her head and replied, "I don't believe in wish making."

"Why not?"

Layna started to walk along the river again. As Lucy ran to catch up, Layna said, "I made a wish on a shooting star once when I was small. It never came true."

Lucy fell silent. She was about to ask what that wish might be, but thought it would be rude to ask. Layna seemed to know what she was thinking because she quickly said, "If you were wondering, it was a pretty silly wish. I just wished that my family would always be with me."

"Oh, I'm sorry," Lucy mumbled. She felt bad for prying into someone else's privacy.

"Don't worry," Layna said, grinning. "Fairy Tail's my family now, so technically my wish came true."

Lucy smiled back. She knew that feeling. Fairy Tail had only been her home for a year, and already she loved everyone there as she did her family. Although that made Lucy wonder why Layna would go on a 10 year quest on her own.

"I can hear your thoughts, Lucy," Layna laughed. Lucy gave a start and started to apologize when Layna waved her off. She said, "It's fine. I don't really care if you think I'm super strong either. I was stupid for taking that quest. I was just upset over Lisanna's death, so I decided to give myself some time to clear my head."

"Well, I'm glad you're feeling better now," Lucy said with a smile. "Why'd you join Fairy Tail?"

The grin disappeared from Layna's face. Her shoulders sagged a little bit as she tugged her hood over her head further, the depressed atmosphere around her returning.

"Ah, you don't need to tell me!" Lucy quickly said, hoping she'd cheer up. She hadn't meant to prod deeper into Layna's privacy.

Layna just shrugged and let her hood fall off her head. She brightened up and replied, "It's fine. I just thought of something sad. It happens sometimes. Fairy Tail was the brightest guild I could find. Everyone was having so much fun while helping others that I thought this place was definitely going to be the place that could save me. It's all thanks to Master after all."

Lucy fell quiet again. Layna was talking about Fairy Tail like it had saved her. She glanced over at Layna, who was now skipping along the sidewalk happily. Just what kind of past did the girl have?

"You ever wonder why Erza sent almost everyone to check on those tents?" Layna suddenly asked.

"Hmm, in fact, I was curious about it. If she knew it was a distraction, why would she only keep so few people back in town?"

"I was the one who told her to do that," Layna said, her laugh echoing through the dark streets.

"What? Why would you do that?" Lucy asked, startled. Why did everyone seem to be listening to her?

"Because Erza knows that no one knows Grim Reaper like I do," Layna replied, almost like she was bragging. "Only a few of the strong people will actually come down here to attack us. He probably knows that we intend to fight them back. Besides, there's not that many people in the dark guild anyways, so taking care of their camp should be quick and easy. Besides, I split up the strong people. Everyone left in town is pretty strong, though I chose Juvia because I like water."

Lucy had plenty of questions she wanted to ask Layna. Why did she know so much about Grim Reaper? Who was 'he'? And why did she like water?

Layna was snickering again. She remarked, "Lucy, you like to ask so many questions. That's something I like about you, although Celestial magic just makes you cooler. You think you could give me one of your henchmen?"

"What?" Lucy exclaimed, clutching her keys. "I can't do that! And they're my friends, not my servants."

"I know, I know. I was joking," Layna said, grinning.

She was about to say something else when a loud bang filled the air. Smoke was rising to their left. Lucy could clearly here Natsu shouting, "Hey! Get back here!"

Without a warning, Layna grabbed Lucy's arm and shot up into the air. She leapt over the buildings and landed in the next street with Lucy screaming in surprise along the way.

"Wendy, are you okay?" Layna shouted, running over to the little girl.

"I'm fine," Wendy said, a little bruised. "But Natsu-san, he went after the attacker."

"What did he look like?" Lucy asked urgently, recovering from her sudden flight.

Wendy shook her head, looking slightly shocked. Carla stood next to Wendy protectively and said, "It wasn't a 'he'. Natsu and Happy went chasing after a giant panda."

Layna suddenly paled and started racing in the direction where Natsu had disappeared. Lucy took a while a register what Carla just said. When it finally hit her, only one thought came to mind.

"What?" Lucy shouted, wondering just how much stranger could Grim Reaper get.

* * *

**A/N: Trying to upload more since ****it's still summer...**

**I apologize beforehand for future fight scenes. I don't know how to write them, so they might get a bit boring.**

**As for the panda, I won him at a ring toss yesterday.  
He's blocking my bedroom door and scaring me every time I open the door, so I decided he deserved a spot in this story.  
**

**All that said, enjoy your summer! Thanks for reading!**


	5. The Sun

Gray was weaving through the streets with Juvia hot on his heels. He had seen the smoke coming from the other side of the town. He only prayed for the best. Natsu would be fine, and Wendy could take care of herself. Lucy was safe with Layna, and Erza, well, there was no point in worrying about her. Still, he needed to make sure his friends were safe.

"Gray-sama! Look out!" Juvia suddenly shouted, dragging him onto the ground just as something bright shot straight above their heads.

"Aww… I missed," someone lazily said as footsteps drew closer to the two.

Gray helped Juvia onto her feet, much to her delight, and demanded, "Who's there? Show yourself!"

"Eh? Do I have to?" the person whined. He sounded like a young boy to Gray, but what would a child be doing in a dark guild like Grim Reaper?

"You must be respectful to the enemy, Ray," a more mature voice said from the shadows.

"Hmm, okay then," the boy said. Gray watched as two figures emerged from the shadows, his eyes wide with surprise.

The one that had been called Ray was a boy, perhaps just barely in his teens. The faint light from the lamp post's caught in his spiky hair, turning his yellow hair into a bright light that burned Gray's eyes. His devious, narrow eyes matched the cocky grin on his face. It was nearing winter, but the boy wore an unzipped coat, his hood lined with fur. His short pants were loose and dark, revealing his skinny calves. His bare feet were wrapped in bandages, reminding Gray of a certain someone who had never liked shoes.

The other was a young man with sleek black hair, dressed in a snug, collared red coat, his hands in his pockets. He seemed to be shivering from the cold even though he wore long pants and boots, but he stood straight and tall next to the shorter boy. His dark eyes seemed to be examining Gray and Juvia with a bored look. The duo couldn't have been stranger.

"Are you from Grim Reaper?" Gray asked, preparing for them to attack.

The boy pouted and looked up at the young man with an annoyed look. He complained, "See! We didn't even need to introduce ourselves. They already know who we are."

The man sighed and answered, "Yes, we are. Rune is my name, and the kid here is Ray. I would rather not have a fight with the famous Fairy Tail, so please let us continue our business."

"You're not serious, are you?" Gray snarled. "This is our home. Do you think we'll let you have your way so easily?"

Rune sighed again before replying, "Of course not, though I'd really love to avoid fighting. Have it your way then. I only came here to see Layna, so take care of them for me, Ray. No cheating."

He started to turn and go back the way he came from. Gray shouted, "Where are you going?"

"Hmph! That's none of your business," someone suddenly said from above. Gray looked up just in time to see something dark, a cat, fly over his head, quickly followed by a pink one.

"Sorry, Rune! We didn't see her! Yoru wasn't helping either!" the pink cat complained.

"What do you want with Layna?" Gray demanded.

Ray started snickering. His mouth twisted into a smirk as he asked, "So you know the traitor? Good. I'll have more fun beating you."

The light from the street lamps suddenly leapt from their positions, circling around Ray until he was burning as bright as the sun. Gray shielded his eyes from the light, wincing. He couldn't look at Ray without his eyes tearing up in pain, much less see anything else in his direction.

"I dare you to defeat me, you Fairy Tail underlings! No one can defeat the sun, not when I'm this bright!" Ray cackled. "You'll never disrupt Rune's plans as long as I'm here in your way!"

Gray clenched his teeth together. He didn't know what the two of them were trying to do, but he couldn't let the suspicious guy with his cats get to Layna. Gray didn't remember being told much about Layna's past, but he knew she used to be a part of Grim Reaper. She just had to come back during this attack.

"Juvia, follow the Rune guy," Gray hissed, trying to see through the light.

"But Gray-sama! Shouldn't we deal with the enemy first?" Juvia asked, shielding her eyes.

Gray shut his eyes and thought hard. He said, "Just go after him. I'll deal with the sunshine kid. Make sure he doesn't find Layna before you do. I'll create a distraction, so just run."

Juvia seemed hesitant, but Gray was already placing his palms together. Juvia took in a deep breath and decided to follow the plan. She didn't know why they had to protect Layna, but it was Gray's orders after all. There was no reason for her to not follow.

"Ice make Lance!" Gray shouted, sending his attack flying in all directions. He felt Juvia race past him and disappear, unharmed. He only hoped he'd somehow hit Ray, though his hopes weren't high.

"Hah, you think something like that can hit me? I am light itself! Nothing goes faster than me!" Ray laughed. Suddenly, he was in front of Gray. With a punch, he sent Gray flying backwards, skidding on the ground. Gray slowly got back on his feet. There was only him and Ray, who was still shining like crazy. That meant Juvia had succeeded in leaving.

"This is only the beginning!" Gray shouted, throwing off his jacket. He charged towards the blazing lights in front of him and leapt into the heat.

He had a lesson to teach.

* * *

Up in the skies, Yumi carried Rune as Yoru ducked in and out of the streets, searching for Layna. Rune glanced back once to see a blue-haired girl chasing after them with a wild frenzy. He laughed to himself. Seems like Ray had gotten careless again.

"What do we do about her?" Yumi asked, glancing down worriedly once in a while.

A loud boom echoed through the air from their right. Judging the amount of dust in the air, Rune knew who it was. He thought he heard a familiar shout among the chaos. He said, "Go that way, Yumi. Layna's over there."

As they sped on through the air, leaving the blue-haired girl behind, Yoru asked, "Can't we let Panda take care of them?"

A blast of fire shot through the air, narrowly missing them. Rune started laughing again as he replied, "We can't pass by a fellow dragon without saying hello, can we?"

* * *

**A/N: An apology for names. I'm bad at thinking them up.**

**Somehow I got to chapter 5 already. I'm trying to make a cover photo, so hopefully I'll finish that some time soon. **

**Thanks again to everyone who's read it this far!**


	6. Water vs Fire

"I told you to wait up, didn't I?" Natsu shouted, running after the lumbering shadow that crushed the streets into rubble. Dust was flying into the air, making it hard to see the giant panda as it crashed forward, its steps rumbling like thunder.

"Natsu! Hold it! Get away from Panda!" Layna shouted from behind him, trying to catch up, her bare feet already bruised from the rubble on the streets.

Happy was trailing after Natsu, glancing back at Layna once in a while. He asked, "Ne, Natsu, shouldn't we wait for Layna?"

"What? We're going to beat the furry meatball first!" Natsu shouted back, leaping into the air. A column of fire shot from his mouth, flying right through the dust towards the dark figure. The ground shook from the explosion, sending Natsu flying backwards right into Layna. As they struggled to get up, the dark figure stopped before slowly turning around to face the two of them.

"Are you guys okay?" Lucy asked, finally catching up to the two of them. She screeched to a halt when she saw the panda, her eyes flying wide open.

"EHHHHHH?" Lucy shouted, taking a step back. It was most definitely the biggest panda she had ever seen. Its two black paws alone took up half the street, barely supporting its huge weight. With one black eye, the panda was staring down at them with something like a hostile look, its arms barely crossing each other.

"What are you humans doing?" the panda asked, its voice booming through the town.

"I'm here to defeat you, you black and white furball!" Natsu declared with a grin on his face.

"Hmm, you have guts, I see. Very well. You make a worthy opponent," the panda said, nodding its pudgy head slowly.

"Hold up! You're not laying a finger on my friends, Panda!" Layna shouted, glaring up at the animal.

"Eh… So the panda's called Panda…" Lucy said to side, laughing dryly.

The panda squinted its beady eyes, trying to see what was below it. It suddenly straightened up and said, "Oh, Layna-sama, I didn't see you there. Are you joining the battle too?"

"Hey! This is my battle! Don't try and butt in, water freak!" Natsu shouted, snapping his head towards Layna.

Someone started laughing from the skies above. A manly voice said, "Don't worry, Salamander. I will be Layna's opponent."

Lucy watched as a man in a red coat landed by Panda's feet, flanked by two cats, one pink, one black. Layna's eyes hardened with hate as her fists clenched together. She hissed, "Rune!"

"Hello there, Layna. And you forgot about Yumi and Yoru," Rune replied, smiling.

For a second, Lucy thought something that resembled pain and fear flit through Layna's eyes when they landed on the black cat, though it was replaced by a look of annoyance so quickly Lucy thought she imagined it.

"I see. So Yoru's here too," Layna said, sighing.

"You sound disappointed, traitor. You think you can win against Rune?" the black cat shot back.

"You two are Exceeds too?" Happy asked, landing between Layna and Natsu.

"Hmph," the cat snorted. "Even if I were, it doesn't matter. All you need to know is that the person beside you probably despises you."

Happy looked between the two of them, his eyes starting to tear up. He cried, "Natsu, Layna, do you hate me?"

"What? Of course not! Happy is my best friend!" Natsu exclaimed.

"Yeah, we don't hate you, Happy. Why are you listening to someone you don't know?" Layna said, though she seemed to be forcing her smile.

The black cat's eyes narrowed as he said, "I see. So it's only me you hate, Layna."

Layna looked away and fell silent. Lucy could see the pain in her eyes despite her attempts to cover it with annoyance. Lucy wondered why Layna seemed so upset over seeing the cat. Layna finally said, "So be it, Yoru. I want you all to leave this town at once."

"But it took me so long to find you," Rune said with a hint of a whine. "It really was lonely without you."

"Shut up, you bastard! I told to stop your madness and you go and kill more people! I've cut my ties with Grim Reaper! Fairy Tail is my family now, and you'll never change that!" Layna hissed, bending into a fighting position.

"Ah! Layna just disowned us, Rune!" the pink cat cried, tugging on Rune's pants.

Rune let out a dry laugh and muttered, "Yumi, she disowned us a long time ago, remember?"

Natsu had seemed slightly confused during the whole conversation as was Lucy, but his eyes suddenly widened like he had finally realized what they were talking about. He gaped at Rune before staring at Layna with a shocked look. He stammered, "Oi, don't tell me this is him…"

"Who's him?" Lucy asked, glancing between Layna and Natsu. She knew she was missing out on a part of the story going on here.

"Oh, so even Layna-sama shares secrets?" Panda boomed, leaning over to look at them.

"Shut up, Panda. You're going down first," Layna declared, starting to mimic Gray's pose when he used magic.

"Not so fast," Rune interrupted. "Your blonde friend over there doesn't seem to understand. Why not tell her?"

"Like hell I would!" Layna shouted, making an ice cannon and firing a shot at Rune.

Rune sighed and nimbly leapt out of the way. His face set with a serious expression, he said, "Fine then. We'll do this the hard way."

"No you don't! You'll have to fight me first!" Natsu shouted, jumping into action. He threw his head back and took in a deep breath, shouting "Fire Dragon's Roar!"

Lucy shielded her eyes, feeling the wind rush past her from the intense heat. Suddenly, Rune leapt towards the incoming fire and shouted, "Water Dragon's Roar!"

The moment water and fire met, the street shook from the explosion as the attacks turned to steam. All that was left was Rune glaring down at Natsu, who returned the glare. He said, "So you're a Dragon Slayer too?"

"I have no business with you, Salamander. This is a private matter, so get out of the way," Rune hissed, his eyes dead serious.

A smirk appeared on Natsu's face as he beckoned for the opponent to attack. He said, "So what? I'm all fired up, so take me on if you dare!"

"Idiot!" Layna shouted, kicking Natsu aside. She glared at Rune and said, "Rune is mine. You take care of Panda, got it?"

With that, she gave a running start and leapt over the buildings with ease. Rune shouted "Hey!" and caught onto Yumi who started racing after Layna, followed closely by Yoru.

Natsu slowly clambered onto his feet, wincing. Panda stared after the two who had just disappeared before focusing back on Natsu. "I guess it's just you now, human."

"That bastard," Natsu muttered. "Happy! We're going after them! That water freak is mine!"

"Aye, sir!" Happy said, starting to fly after Layna and Rune.

"Hey, wait! What about the panda?" Lucy shouted after them.

"Eh?" Oh, Lucy, you take care of him. It'll be easy!" Natsu shouted before disappearing from sight.

The wind started blowing again, sending the dead leaves swirling about on the crushed, silent streets. Lucy stared up at the panda before her with a dry smile on her face. Finally, she shouted to the night sky, "Why am I stuck with the panda?"

* * *

**A/N: Finally, I finished this chapter...**

**I couldn't think of a way to end it, so I randomly did something.**

**Next chapter is Erza I think. More attempts at writing fighting scenes.**

**Feel free to tell me what you think about them.**


	7. Swords and Dogs

Erza had been strolling the outskirts of town when someone's shout had reached her ears. She looked in the general direction with a hand on her chin. She wondered aloud, "Hmm, that sounded like Lucy."

"Who's that? Your comrade?"

Erza spun around, whipping out a sword. She hadn't sensed anyone approach her. Her eyes fell on a girl around her own age with long lavender hair. One strand fell in front of her shoulders, tied together with a white ribbon. A scar sat vertically under her right eye, further enforcing the dead serious look on the girl's face. She wore a red kimono that had golden flowers etched in the fabric, shimmering with every step she took.

"Are you with Grim Reaper?" Erza demanded.

"I suppose so. You're one of the little fairies, aren't you?" the girl asked.

"If you want to get steal from the town, you'll have to go through me first," Erza said, pointing her sword at the purple haired girl.

The girl suddenly snorted and looked off to the side. She muttered, "Do you actually think we're actually here for this town?"

"What do you mean?" Erza asked, her eyes narrowing.

"Now who would actually attack Magnolia, home of the famous Fairy Tail? That'd be suicide. Even Rune knows that," the girl muttered, clearly annoyed.

"Rune? Is that your leader?"

"Correct. He's such a capable leader, but he's so obsessed with that traitor that it'll be the end of Grim Reaper."

"Then what is your goal?" Erza asked, putting down her sword. The girl seemed to have no intent of attacking. At least not yet.

The girl sighed and said, "You're smart. Think about it yourself. You think we would just happen to decided to attack when that idiot decided to come back? Especially when it was obvious that you fairies would fight back?"

The truth hit Erza in the face. Her eyes narrowed again with fury as she hissed, "What do you want with Layna?"

The girl started studying her. She replied, "Let me tell you this. Rune is our leader. I respect him, even if I can't stand his goals and whatever else he's thinking up. Don't expect me to give up because I know this plan could be the end of us. I will fight for our survival, whether Rune achieves his goal or not."

Suddenly, the girl's body started glowing as she drew a sword out of her chest. She planted it into the ground, glaring at Erza. She declared, "Give me all you've got, Fairy Tail!"

* * *

Juvia stumbled along the streets. She'd lost sight of Rune and his companions a long time ago. She couldn't go back and tell Gray that she had failed the mission he'd given her, so she kept on searching.

She found herself in an unfamiliar part of town. The river was nearby, but she didn't recognize where she was. Just as she was starting to get confused, a woman's voice called out, "Hey! You, over there? Are you lost?"

Juvia turned to face the woman. She was just slightly older than she was, sporting a long lopsided ponytail. Behind her glasses, her eyes were twinkling with laughter. She wore a revealing tank top and shorts, matched with knee high boots and three gold bracelets on her right wrist.

Juvia answered, "Who are you? And why do you want to know?"

"Eh?" the woman replied, putting on a thinking face. She grinned and said, "Because I'm lost too."

Juvia just stared at her, completely unsure whether to take the woman seriously or not.

"By the way," the woman continued, scratching her head, "you know where this place called Fairy Tail is? I'm supposed to be looking for it."

Juvia's eyes immediately narrowed as she demanded, "So you are Juvia's enemy as well?"

"Enemy? Are you talking about me, the one and only Emilia? I'm not here to defeat Fairy Tail," the woman argued, putting on a dejected face.

"Then what do you want?"

The woman broke into a grin and said, "I just want to destroy them for…everything, if you know what I mean."

"Then Juvia will destroy you first!" Juvia shouted, lashing out with a column of water. Emilia crashed into the wall, creating a huge crater in one building. She slowly got out, rubbing her head.

"You're a water mage," Emilia said, her eyes darkening. She pulled off her cracked glasses and threw them aside. "I really hate water for two reasons. Layna, the brat, and Rune, the idiot. Today doesn't seem to be your lucky day, water mage. Don't expect me to go easy on you!"

She raised her right hand into the air. Her bracelets clinked together once. A magic circle appeared above her head and two growling dogs descended onto the ground, saliva drooping from their fangs as their beady red eyes glared at Juvia.

"It's dinner time, my doggies! Go and finish off that water mage, okay?" Emilia said. The dogs leapt into action, baring their fangs at Juvia. She took a step back and summoned two waves of water, aiming them right at the opponent. They backed off, shaking the water off their bodies, growling at Juvia.

"Not bad, water mage, but can you take this?" Emilia said, raising her right hand again. With a clink, she shouted, "Howling Thunder!"

As if on cue, the hounds lifted their heads to the skies and let loose a long, fierce howl. The sky crackled, striking Juvia with a burst of lightning. She collapsed onto the ground, panting for breath.

"How do you like that, water mage?" Emilia smirked, crossing her arms.

Juvia slowly got to her feet and glared at her. She held out her hands to prepare for another attack, shouting, "It's not over yet, doggie woman!"

A mad smile came across the woman's face as she said, "Very well, water mage! I'll see if you're a worthy opponent for me!"

* * *

**A/N: And here's another strange ending for a chapter.**

**It's chapter 7 already? I'm already losing count.**

**I was talking to my friend the other day about this story and a huge dilemma popped up.**

**Just in case anyone was thinking that Grim Reaper was a person, it's a guild. ****I'm hoping no one made that mistake...**

**Anyways, anyone have any name suggestions for the purple haired girl? I'm out of fuel already.**

**Thanks!**


	8. Friends and Sacrifice

Gray clenched his teeth together out of pure frustration. The cocky brat was easily dodging his every attack and throwing him around like a rag doll. He was already covered in bruises and panting heavily, and yet the kid hadn't broken a sweat.

"Ready to give up, ice boy?" Ray smirked, letting the lights return to their original positions in the lamp posts, as if he felt he no longer had a need to hide himself.

Gray was grateful that finally he could see the brat, but he snarled, "Who are you calling a boy?"

"Losers don't deserve respect. Lesson one in the book," Ray replied, licking his lips with an evil smile.

"Wrong," Gray said, getting into another fighting stance. "The first lesson you learn from fighting is that you only lose when you give up, and that's something I'll never do!"

"Hmm, you don't get the point, do you? Giving up when you're facing someone you can't beat will save your life," Ray said in an annoyed tone, nimbly sidestepping the ice cannonball.

"Giving up also means you'll never know if you could've beaten the enemy if you had tried," Gray argued back, charging at Ray with a sword of ice.

"Fine then, don't give up. Don't regret it when I kill you twice over!" Ray shouted, ducking under his blade and kicking Gray right in the stomach.

As Gray wiped the blood from his mouth, the sky started rumbling in the distance, lit up by flashes of lightning. Ray glanced over and said, "Looks like Emi's on the loose. One of your friends is going to die."

Gray felt a tingle of fear run down his spine. By now, he was pretty sure everyone had been singled out, left to fight their own opponent. If either Juvia or Lucy was fighting over there… He had to go help them, but he couldn't leave his battle either. He wasn't walking away without a victory over the brat.

"Why don't you go and help your poor friend?" Ray taunted. "You're going to lose anyways."

"I didn't waste my breath to give up. I'm not going anywhere until you see that those who never give up will end up victorious!" Gray shouted. He knew his only shot was to somehow get a lucky hit at Ray, but that would only happen if there weren't any lights blinding him.

"Ice Make Lance!" he shouted, charging at Ray. Ice lances flew in all directions again, just like they had in the start.

Ray smirked and leapt out of the way easily. He raised his hand into the air and laughed, "Did you actually think that would work, ice boy?"

"I wasn't aiming for you," Gray said, his head still lowered. Ray narrowed his eyes in confusion. For some reason, it was harder to see his enemy. He suddenly realized he hadn't been able to pull any lights towards him either. He glanced around the street, slightly alarmed. The lances that he'd been so sure were meant to attack him had instead shattered every lamp post in sight, pulling the street into complete darkness.

"Y-you, you cheater!" Ray shouted, unable to think of anything else. Fear was already starting to settle in. The dark reminded Ray of all the bad things in life. The bullying, the abandonment, the hate, the blindness.

Ray clenched his teeth together and took in a deep breath in an effort to calm himself. Light. He had to find some light.

"Cheating is your specialty, isn't it?" Gray asked. He could tell he had successfully put Ray on edge. The only bad part was that he couldn't see much either in the dark. If only he'd planned it out more, he would've spared one lamp post. One bulb of light wouldn't blind him.

Suddenly, Ray pulled out a lighter and flipped it on. He threw it into the air and the fire stretched out into a furious dragon that cast all the darkness away. Ray could see Gray's shocked look and smirked, "Exactly. No one said I didn't have any more tricks up my sleeve. You're no match for me!"

The dragon let out a roar and spat a huge ball of fire at Gray, who just barely managed to leap out of the way. The heat scorched his bare skin, causing him to cringe in pain.

Ray sped towards Gray and lashed the dragon at him like a whip, sending Gray flying into the air. The dragon opened its jaws and swallowed Gray in one bite. He cried out in pain as the flames licked his body, burning him with their intense heat.

"Give up already, ice boy! I can let you out if you do. Otherwise, you'll die in just minutes!" Gray heard Ray call out, a sneer in a voice.

Gray struggled against the flames. Sweat was trickling down his body in buckets, his throat hoarse and dry. His vision was already beginning to blur as he tried to fight the heat. He wondered if this was actually one time when giving up would save his life. The heat was too intense for him. Already, his consciousness was starting to go black. Ray's words kept ringing in his head, telling him to give up, saying he couldn't win.

From somewhere faraway, Gray thought he heard the sound of thunder. Probably it was that person Ray had mentioned. Someone fighting one of his friends.

He suddenly remembered his teammates, his friends. They were all out there as well, risking their lives, fighting to the bitter end. What was he doing, thinking about giving up? There were friends in danger. People who he had to help. If he gave up now, what would there be left to go back to? Natsu would never let him live with the fact that he gave up on a fight. He had to fight back. He would win. He had to.

Gray shut his eyes tight and concentrated on gathering all the magic he could muster. He took in a deep breath and slowly opened his eyes again, the determination returning to his eyes. He let out a roar and released the magic inside him in a furious frenzy. Ray stumbled backwards, startled as he watched his dragon turn into a frozen statue that burst into a million pieces as Gray freed himself.

"That's impossible! There's no way you can freeze fire!" Ray shouted as the ice shards fell to the floor, glistening under the moonlight.

Gray picked himself up and fixed Ray with a glare. He replied, "Friends never abandon their friends. As long as I have comrades to protect, anything is possible. I'd rather die trying to beat you than give up!"

Ray clenched his teeth together and burst into a sprint at lightning speed towards Gray. Frustrated, he slammed his fist right into his face.

"OW!" Ray shouted, clutching his hand in pain. He glared up at Gray, wondering what had happened. He wasn't moving at all, even though half his face was crushed, sparkling. People couldn't sparkle. Only ice could.

"Caught you," Gray said, grabbing onto Ray's collar just as realization began to settle in. Ray tried to shake him off but Gray held on tight, wrestling Ray into a tighter hold. He said, "You have a hard time seeing in the dark, don't you? As long as I have you in this grip, you won't be able to escape."

"Shut up!" Ray shouted, crashing through the streets and slamming into walls. So maybe he couldn't see in the dark. So what if he couldn't get Gray to let go? He would just crush him by running into buildings. The debris might hurt them both, but Gray had taken more damage. He'd definitely go down first.

But even after Ray was bruised and battered, Gray still held on, both of them panting for breath. Ray struggled to pry himself from his grip, hissing, "Why aren't you down? Why are you still here?"

"I've suffered worse fights than this," Gray rasped. "Without lights, you're nothing but a kid who can run fast. And if I can't beat a brat like you, I'm not a Fairy Tail mage!"

With that, he summoned an ice hammer and sent it crashing down on the two of them.

When the hammer vanished, Gray finally let go of Ray, staggering to stay on his two feet. He wondered if it had been a bad idea to use the move on both of them, but there was no way he could've hit Ray without attacking himself. He dropped to his knees, gasping for breath, watching Ray, whose back was still facing him.

"Are your friends really worth sacrificing yourself?" Ray asked, his tone dull.

Gray prepared himself for the worst. He replied, "For my friends, I will continue to fight to protect them, no matter what happens."

Ray fell silent. Thinking of his own past brought a sad smile onto his face. He gave a snort and said "Then I wish you the best of luck" before he closed his eyes and collapsed onto the ground.

* * *

**A/N: I never actually decided on what kind of magic these guys know, so I started making things up. Unfortunately, creativity isn't something I'm good at.**

**I think I'll mess around in the next few chapters. Or I might not. I almost never do what I say.**

**Thanks again for reading! Hopefully my future battles will be better.**


	9. Night's Fury

Layna flew over buildings, once in a while shoot blasts of fire at Rune, who was close behind her. Yumi was good at maneuvering, quickly dodging her attacks.

She only stopped when she reached the clearing she was looking for. A nice open space where she wouldn't be afraid of destroying much of the town. Rune landed on his two feet just across from her, stretching his arms.

"Now can we talk?" Rune asked with a yawn.

"No," Layna tartly replied, crossing her arms. "I didn't come here to talk. I came here to make you leave."

"Why are you so cold to me?" Rune complained, sitting down on the dry earth.

"You know perfectly well, Rune. Ever since you started harming the people, our relationship was over," Layna said, glaring at him.

"Wait, what?" Natsu shouted, landing onto the ground beside Layna. "You two were a couple?"

"Are you serious?" Layna yelled, striking Natsu on the head, furious that he would even think that.

"True, even I would be horrified if we were a pair," Rune muttered, a sick look crossing his face.

"Putting that aside, you were supposed to be fighting Panda," Layna said.

"Oh, Lucy's taking care of the meatball. I'm here to beat Ruin or whatever his name was," Natsu said, looking happy with himself.

Rune growled, "It's Rune, Salamander."

"Natsu, did you really leave a lady to deal with Panda?" Layna asked, looking like she was ready to send Natsu flying.

"Well, Lucy's not as weak as you think…" Natsu said, scratching his head.

"Enough talk. If I'm gonna be ignored, I might as well beat you, Layna. Then your friend might be scared off and return to Panda," Rune said, getting back on his feet.

"Tch," Layna muttered. She leapt out of the way just in time to avoid a blast of water, shouting, "Natsu, you better get out of here before I decide to kill you too!"

"Are you kidding me?" Natsu shouted, spinning like a fire tornado at Rune. "I'll be the one kicking you to the curb, water freak!"

Rune shot a wave of water at Natsu, blasting him backwards into the ground. Layna took the chance and ran at him, shooting a bolt of lightning at Rune. At the last second, he opened his arms like wings and pushed off the ground, creating a huge wall of water that sizzled once it came into contact with the electricity. Layna skidded to a halt and started to backpedal, trying to outrun the crashing water. As a last resort, she froze the whole wall and crushed it into pieces, spinning into the air to stand on the same level as Rune.

"Not bad, Layna. You've improved," Rune remarked, slicking his hair back. Layna gulped. Whenever Rune did that, it meant he was getting serious.

"If I improved enough to beat you, then that's fine with me," Layna said, summoning a sword and charging at Rune. She slashed through his wing attack and slashed at Rune, only to get barreled to the side by another water attack.

As she spat out some water, Rune sighed and said, "Can you stop with this nonsense already? You know mimicking other people's magic won't get you anywhere."

"It got me to Fairy Tail, and that's enough for me," Layna replied, licking her lips.

"But surely they know of your potential, right?"

Layna forced a smile on her face and said, "Rune, would you like to shut up now? Or do I have shut that mouth of yours myself?"

Rune smirked and said, "I'd like to see you try, Lay—"

Layna slammed her fist into his face before he could finish his sentence, sending Rune crashing onto the pavement below with a bang.

"Rune!" Yumi shouted, flying towards him. Only Yoru stayed up in the sky, eyeing Layna like he was bored out of his life. He said, "Are you really that angry?"

"Hmph, I'll be angry until he realizes what he's done," Layna growled, glaring at Rune, who struggled to get out of the crater he created.

"Then it looks like I should deal with you first," Yoru said, his stare darkening.

Layna snapped her head towards him just in time to watch Yoru transform, growing in size until he was Layna's height. She stammered, "W-when did you learn that?"

"Rune helped me unlock my magic. Now I can finally teach you how it feels like to be kicked to the curb!" Yoru shouted, rushing at Layna, sword in hand. Layna just barely dodged his attack as the sword sliced through her cloak. Yoru didn't stop, slashing at her faster than she could catch up. She barely managed to create an ice shield that shattered with one blow, sending her crashing into the ground.

"Why aren't you fighting back?" Yoru demanded, landing next her with a glare.

"You're not my enemy," Layna muttered, pulling herself onto her two feet, clutching her arm, wincing.

Yoru's eyes lit up with fury. He shouted, "Do you hate me so much that I can't even be your enemy?"

Layna instinctively put up her arms in front of her face as Yoru aimed a punch at her face. She clenched her teeth together and said, "It's not that, Yoru! I don't want to fight you!"

"Well too bad, because this is all your fault!" Yoru shouted, not breaking a sweat as he directed all his fury at the one person who he thought he could trust.

Right. It was all Layna's fault. She was the one who rejected him, told him she hated him, even though Yoru was prepared to throw away everything to leave the guild with Layna. They had been buddies from the day he'd been born, and Layna had thrown it all away in the trash like he was nothing but a nuisance. He'd waited five long years for his chance at revenge, and still Layna refused to face him. He wasn't letting her go. Not this time.

Layna struggled to protect herself, but she was failing terribly. Yoru had grown stronger than she'd believed he could. Half of her was glad he'd grown strong. The other half knew she could die from it.

Once again, she was smashed into the wall of a building. She felt blood trickle down her forehead. Yoru was standing over her, or she thought it was him. She couldn't really see much.

"Yoru, that's enough," she thought she heard Rune say. Something tall and red dragged Yoru away, casting a back glance at her. He continued, "Let's go back for now. We can come back."

With that, the three of them vanished from sight. Layna was rather glad of their disappearance. Now she could wallow in her mistakes, alone again. Her vision started blur as she coughed up some blood. She thought she felt someone picking her up, but she couldn't tell. All she could think of before she passed out was, "Yoru, I'm sorry."

* * *

**A/N: Big sigh. Finally that's done. I think I'm gonna get into some serious stuff later.**

**(See? I lied last chapter...)**

**Yoru means night in Japanese btw. Just a random fun fact.**

**Anyways, thanks to everyone for reading! Reviews would be cool. **

**Last day of August! Going away somewhere, not sure if there's internet...**

**Oh well, maybe I'll write a ton while I'm gone and post it all at once.**

**Happy September!**


	10. Panda Man

As Lucy ran down the street as fast as she could, she cursed her terrible luck for the millionth time. Why did she have to get stuck with a panda out of all the opponents out there? Although it wasn't like Natsu to run away from a fight like that.

The panda was right behind her, his every step crushing the streets with a loud thump. Lucy shouted, "Why are you chasing after me, you panda?"

"Well, you started running first," Panda pointed out, his face somehow portraying a rather serious look as he chased after her, his two tiny arms pumping back and forth as his small feet tried to keep up with the pace.

Rubble was occasionally splashing into the clear river that ran along beside the road. Lucy was already feeling her legs tire. She shouted back to the panda, "If you're feet are so small, how can you run so fast?"

"I'm trying very hard actually, you see. Since Rune did tell me to defeat some—ah."

Lucy turned around just in time to see the panda trip, falling flat on his face and sending dust flying into Lucy's eyes. As she started coughing from the debris, she heard a loud splash. She looked up to see a huge wall of water coming down on her before it drenched her completely. Before she could complain, the dust cleared, revealing the panda floating in the water. When he still didn't stir after Lucy had tried to squeeze most of the water out of her hair and clothes, mumbling to herself about her bad luck, she started to wonder if he was dead.

"Uh, are you still alive?" Lucy carefully asked, still standing a far way from the river in case the panda suddenly revived.

"Ahhhh!" the panda suddenly shouted, flailing in the water. "What happened? Am I alive? Gah! I'm drowning! Someone, help! Save—"

The rest of his sentence disappeared into bubbles as the panda sank under the water, flailing in the water. Lucy just watched him disappeared, speechless. She let out a weak laughed and muttered, "I thought pandas could swim..."

"But that doesn't mean every panda can, lady," a man's voice suddenly said.

She stumbled backwards in surprise. A man's head was bobbing in the water, staring at her with bright blue eyes. Lucy pressed herself to the buildings behind her and stammered, "W-who are you?"

"Me?" the man asked, pushing himself out of them water. His curly hair was dark brown, a small stubble of hair on his chin. He was dressed like a tourist, complete with flip flops and a flowered shirt. He replied, "I'm Panda, remember?"

"Eh?" Lucy asked, creeped out. The panda was a man? She asked, "But, weren't you just a giant panda? And weren't you just drowning?"

The man stared down at himself for a moment before his whole expression turned to one of surprise. He said, "Ah, the magic must have worn off from the water. I was wondering how I could suddenly swim."

"The panda and the man are completely different," Lucy muttered to herself. The panda had been all serious. This man was like a joke. She was pretty sure she'd rather continue to believe the giant panda had just been a talking panda.

"Ahem," the man cleared his throat. "That's of course because pandas are much more serious beings than humans are. So if you don't mind…"

A magic circle suddenly appeared over the man's head and he started changing in from, growing bigger and taller until he turned back into the panda Lucy had first seen.

"Is that your magic? Turning into a panda?" Lucy asked in disbelief.

"You misunderstand me again, lady," the panda boomed. "I can change into whatever I want, but pandas are intelligent beings, you see. That's why it's better to be a panda than anything else."

Lucy didn't really understand what was so great about being a giant panda, but let the thought go. She said, "Then I guess I'll just settle with defeating you, panda man! Open, Gate of the Lion, Leo!"

With a flash of light, Loke appeared, winking at Lucy. He asked, "So how are you today, Lucy?"

"I'm fine. You can defeat the panda, right?"

Loke glanced at Panda, who seemed unfazed by his appearance. He pushed his glassed up and said, "I'll do my best. After all, he is threatening to hurt Lucy and the guild, right?"

"Who is this? Another friend of yours?" Panda asked with a questioning gaze.

Loke grinned and leapt into the air until he was face to face with the panda. He shouted, "I'm more than a friend. Anyone who dares to harm my owner will be punished, even if you are nothing but a panda!"

He flew at Panda, his hand alit with light, ready to deliver a punch. Suddenly, Panda held out a pudgy paw and easily intercepted Loke's attack.

"What?" Loke gasped in disbelief. He tried again, but this time Panda swatted him right into the building. Debris flew in Lucy's direction but Loke appeared in the nick of time, shielding her from harm. He looked back at Lucy and said "I'm sorry, but I can't seem to fight this one. I think I should retreat for now" before vanishing in a sparkle of light.

"Hmph, is that all you've got? I shouldn't be wasting time with someone like you. Layna-sama is what Rune wants after all," the panda said, crossing his arms.

"What does Rune want with Layna?" Lucy asked, clenching her teeth together. She was already unnerved by how easily the panda had defeated Loke. It just annoyed her more that the people of Grim Reaper kept going on about Layna like they were going to kidnap her. That was something she couldn't let them do.

"Outsiders do not need to know of private business," Panda replied, sternly shaking his head.

"I think you're more an outsider than I am," Lucy pointed out, eyeing the panda with slight disbelief.

Panda tilted his head to the side, studying her. Eventually, he asked, "You don't know that Layna-sama used to be one of us?"

Lucy drew a blank. Layna used to be part of Grim Reaper? She hadn't heard of anything about that. Then again, remembering how Erza had looked concerned and how Layna called herself the one who knew everything about this dark guild, it did sound somewhat plausible. Still…

"Layna is part of Fairy Tail now. Every member of Fairy Tail is a part of our family and my friend. If you are trying to take Layna back, I'm not letting you do anything to her!" Lucy declared confidently, putting her hands on her hips. Exactly. She was going to protect her friends to the very end.

Panda gave a small sigh and started shaking his head. He replied in a bored tone, "I didn't make myself clear, did I? You may be Layna-sama's friend now, but her true family lies here in Grim Reaper. Rune is her brother, after all."

* * *

**A/N: Sigh. One chapter in three days. Rather pitiful, isn't it? Imagine what will happen when school starts. O_O **

**This might go on for a while, it might not. No guarantees, since school likes to mess with my mind, but I'll keep trying!**

**Anyways, as always, thanks for reading! I probably wouldn't have gotten to chapter 10 without everyone who's read this. So thanks!**


	11. Fight for the Sake of Winning!

Lilac took pride in the color of her hair. It was a thing that ran in the family. Her parents had even named her after it. Rune would often comment on her hair, even though he usually went on about how lonely it was without his sister, the little brat. Purple was her favorite color, but she liked anything really, except for one thing. Red. She hated it so much. It was the color of the fire that had destroyed her home, the color of the blood that had splattered on the floor when her parents were killed.

So when she saw the scarlet haired woman, she knew this was an enemy she had to face.

Her parents had told her that she was the vessel of the sword of justice, a weapon that destroyed only evil. Justice would always prevail, so victory could only be hers. After all, red was evil, and that would never change.

Erza reequipped her Heaven's Wheel Armor and summoned a large amount of swords into the air, sending them flying at Lilac. With a swipe of her sword, Lilac slashed at the incoming swords without missing a beat, shouting, "It's no use! Your attacks won't affect me."

Erza paused her attack, landing back on the ground. She studied her opponent with an acknowledging nod and said, "Hmm, you're not bad. What's your name?"

"You have no need for my name, evil doer. Prepare to feel justice's judgment!" Lilac shouted, charging at Erza with two hands on her sword.

"Very well then. I will earn a right to learn your name," Erza calmly replied, reequipping with Lightning Empress Armor before blocking her attack and striking back.

The two continued to clash swords, neither gaining on the other. They charged at each other, slashing and stabbing only to be blocked by the other and attacked back. Erza continuously changed her armor, but Lilac parried her blows all the same. Soon, the alley was filled with nothing but the clashing sound of swords and roars of determination, each trying to find an opening to take advantage of.

Suddenly, Lilac saw a weakness through Erza's attacks. Just as Erza lifted her sword to deliver another blow, Lilac shouted, "Too slow!" and stabbed her sword right through her stomach.

Erza let out a gasp as Lilac withdrew her sword, prepared to see the evil blood start to flow from the cut.

Only there was no cut.

"No! That's impossible!" Lilac shouted, staring in shock at the place she had just stabbed. Even Erza seemed surprised that she hadn't been harmed at all. Lilac hissed, "What are you? All evil can be cut down by my sword. What have you done to escape judgment?"

Erza stared back at Lilac before transforming back into her normal attire. She drew out a plain sword and held it out in front of her, pointing it right at Lilac. She said, "Evil changes from person to person. I don't know how you might define evil, but I don't believe that any person can be truly evil. You may be the justice you say you are, but to me, you are just another enemy threatening Fairy Tail. As long as it is to protect my friends and family, I will cut down all who dare to harm Fairy Tail, whether they be justice or evil."

Lilac took a step back, aghast. All her life, people had grown up beside her, corrupt, greedy, selfish. Throughout her time in Grim Reaper, she had cut down countless of people, corrupt mayors who imposed harsh taxes, indulged in government money, and ignored their people. She'd dealt with thieves who stole from the people, dark guilds who plotted evil deeds, just so that she could bring peace to the innocent people. No one was without evil. It was just some people who deserved crueler punishment than others.

But here, the red haired woman before was bright, too bright. She could see nothing but a desire to protect her home, her friends, her family. Perhaps there were other emotions drifting about in her head, but that desire seemed to outshine the rest, prioritizing it over the others.

She could see no evil.

Lilac let her sword drop to the ground. Her head lowered, she said, "This is your win. I have no right to impose judgment on you."

Erza was taken aback, but she quickly recovered from her shock. She stalked over to her opponent and declared, "Keep your head up! This battle isn't over yet! You have only lost when you give up!"

Lilac lifted her head, staring at Erza in surprise. Lilac asked, "But what do I have to fight for? You are no evil. I don't need to judge you."

"Then fight! Fight for the sake of winning, if not for your beliefs and your friend. Do you not want victory?" Erza demanded, getting into a fighting stance.

Her words brought a new light into Lilac's eyes. For the first time in her life, she did not hate red. It had brought her new hope, new reason to fight. For once, she did not just exist to obliterate evil. She no longer needed reason to fight. She wanted to win.

She let herself smile as she raised her sword. She declared, "Very well, red haired one. I will fight you to your heart's content. We shall see who is the better of us!"

She ran at Erza and slashed at her from the right. Erza parried the blow and struck back, aiming at her legs. Lilac leaped over her attack and jabbed her sword at Erza's chest. Erza ducked at the last second and brought her sword right up at Lilac's chin, only to have her blow blocked as she was knocked backwards. Back and forth the two of them struck, swords clanging, echoing through the alley. Only this time, both were more determined than last, their faces set with concrete determination as they tried to best the other in the even match.

Suddenly, Erza saw an opening and drove her sword at the opponent's neck, halting so that the blade rested on her collarbone. But just at the same time, Lilac had rushed forward until her sword stopped just a millimeter from dislocating Erza's head.

The two stared at each other, panting for breath, neither lowering their sword. Just as quickly, the moment of tension passed and both broke into a grin, dropping their swords to the ground, where they vanished in a shower of sparkles. Clasping the other's hands, Lilac said, "A well matched swordfight, red haired one. Worthy enough to know my name. You have taught me the true spirit of a warrior."

"I feel the same. You've proven to be a worthy opponent of Fairy Tail," Erza replied, shaking her hand.

"It's my honor that you think that, but I no longer wish to be your opponent. You have shown me what justice truly is. I would like to fight alongside you if I can, for I realize Grim Reaper has been causing unnecessary trouble for you," Lilac replied.

Erza looked at her in confusion and asked, "What do you mean? Weren't you here to raid the town?"

"That's only the cover of the story," Lilac said, her face turning serious. "You give off the air of being Layna Nightmare's friend. Perhaps she's told you of her brother, Rune?"

Erza's eyes narrowed. She had indeed her many a story from Layna about her brother, both good and bad ones, as if Layna herself still couldn't decide what she thought of him. All she knew was that Layna was right to leave the guild, for plundering innocent townspeople of their goods was an unforgivable act.

"Rune is a capable leader most times, but I know better than to think that Rune wanted to plunder the rich town of Magnolia. He wants to make things up with his sister. The two of them read each other too well. Rune left those tents up, knowing that Layna would know it was a distraction. He knew Layna would send most people there anyways so they could have their encounter in peace. Rune will do everything he can to get Layna back, even if it destroys the guild. That's why I wish to cooperate with you," Lilac explained, looking over at the town. "Most people in the guild are loyal to Rune. I only joined the guild so I could bring justice upon evil doers. Instinct tells me that someone needs to bring Rune to his senses. You have given me hope that someone in Fairy Tail might have that power. Can you help?"

Erza followed Lilac's gaze. Her comrades were out there, fighting for their home. She wondered what Layna was thinking at this moment. Without thinking, Erza knew Layna wouldn't win unless she finally conquered her past.

She gave Lilac a smile and said, "Then welcome to the fight, friend."

**A/N: Sorry, the chapter was going one way and then it spiraled down another. I get bored and this is what happens…**

**Next chapter will either be on Juvia if I'm determined enough or a flashback if I get bored or run out of ideas. I promise I'll get back to Juvia soon enough! I've neglected her for a long while.**

**I guess I'll start reading more books that have fighting scenes, but recently I've been reading more about cancer and school related stuff. No fighting scenes there… O_o**

**Happy school and work everyone! Just randomly saw some balloons in the sky (don't know why I said that…)**


	12. Forgiveness

"Layna!"

Layna stopped in her tracks and slowly glanced back to see Yoru flying at her, his wings spread wide open. He shouted, "I'm coming with you!"

"What? No! You can't come with me," Layna said fiercely. The bag slung over her shoulder suddenly felt heavier. She couldn't let Yoru run away with her. She didn't want him to suffer like her.

"Why not? We're best friends, right?" Yoru asked, hanging in midair in front of Layna. Even when wearing his white hooded jacket, he blended perfectly into the night. It was almost hard to see him.

"Because I said so, that's why. Rune and Yumi are your friends too, right? Stay with them. They can take care of you better," Layna grumbled, crossing her arms. The cloak she'd stolen from Rune's closet was too big for her eleven year old body. She had had to roll up the sleeves six times before her hands popped out of the long sleeves.

"But Layna, you're my best friend. Best friends stay together, right?" Yoru asked, completely ignoring the dilemma she was in. Layna knew that Yoru would never give up his case if she didn't have a good enough reason. At least he didn't know that Layna would've loved more than anything to go on a journey with her best friend if it hadn't been for the hardships that were sure to face them. That would've made him more insistent.

Layna gulped. She used her last resort and forced a glare onto her face. She muttered, "Yeah? Well, you're not my best friend, Yoru. You never were."

"W-what are you saying, Layna?" Yoru stammered, a shocked looked on his face.

"I hate you, that's what. All you can do is fly around like an annoying bug. I can't believe you didn't notice that. I would've thrown you out if Rune hadn't told me not to. Why else did you think I wanted to leave the guild? You're always being a nuisance. I wish you were never born!" Layna hissed in the cruelest tone she could muster. Even she was surprised by the spite in her voice. She hoped Yoru hadn't noticed her voice crack when she said the last word. It was all she could do to not cry.

Yoru's eyes started brimming with tears as his whole body trembled. He opened his mouth to speak, but nothing would come out. Finally, he clenched his teeth together and shut his eyes, shouting, "Fine then! You can go and rot in hell, you traitor! I hate you!"

He flew over Layna's head, back towards the guild. Layna didn't look back to see if Yoru made it. Tears started surface, but she brushed them away before they could trail down her cheeks. She closed her eyes and lowered her head, teeth clenched. She mumbled, "I'm sorry, Yoru."

With that, she lifted her head, a forced determination in her eyes, and burst into a run, racing farther from the guild she had called her home. She never looked back once.

* * *

Layna shot up, panting for breath. Instead of seeing the dark forest that had hidden Grim Reaper, she saw a young blue haired girl, who she just barely remembered as Wendy. She pressed a hand to her forehead. It had been newly bandaged along with her arms and feet. She asked, "What happened?"

"Oh, Layna-san! You're awake," Wendy remarked, a smile appearing on her face.

"Yeah. Where am I?" Layna asked, glancing around.

"We're back in the guild. I came back here in case anyone hurt returned. Natsu-san brought you in. Are you feeling better?" Wendy inquired, giving her a glass of water that Layna gulped down.

Layna set the glass back down and smiled. She said, "I'm fine. So where's that flame brain?"

Wendy's cat suddenly appeared and shook her head. She said, "I don't know. He ran off and told us to keep you here for a while."

"That bastard," Layna muttered, trying to stand. She immediately felt dizzy and sat back down on the bed. Yoru really had gotten stronger. A strange sense of appreciation seemed to fill her.

"Um, Layna-san, do you mind if I ask a question?" Wendy asked gingerly.

"Of course not. What do you want to know?" Layna asked, shifting her position.

"I was just wondering how your eye got hurt," Wendy mumbled, trying not to stare.

Layna's hand immediately flew to her left eye. She hadn't even realized that her eye patch had fallen off. She could still trace the scar that covered it. She sighed and patted Wendy's head, saying with a smile, "Don't worry about it. I'm used to it. Still want me to tell you the story?"

When Wendy nodded, Layna leaned back and said, "Hmm…Where should I start? Maybe I'll start from when I ran away, what do you think?"

* * *

After Layna had stumbled through the dark forest that isolated Grim Reaper, she had found herself in a familiar town. It was the one they had just pillaged, the place where Layna had learned that Rune was doing more than stealing from people. He had killed too. That was something she would never forgive.

The town was well on its way in its reconstruction process. People, young and old, were all helping out, the men carrying planks of wood, women distributing food, children running around, playing or working. Layna felt another pang of guilt. For the first time in her life, she felt sorry for what she had done. Her survival wasn't worth others' deaths.

"Hey! You over there! You new to town?" a boy her age called out, waving. He was wearing decent clothes, his brown hair sparkling in the sun.

Before Layna could reply, the boy ran over, giving an apologetic smile. He said, "Sorry we can't give you a welcome, but all the adults are working. Do you need something?"

"Uh…I want to help!" Layna blurted out without thinking.

The boy blinked several times before he broke into a grin and said, "Really? Cool! What can you do?"

"A-anything!" Layna stammered, unable to believe that it was this easy to start helping someone.

The boy dragged her over to a stack of planks, greeting all the adults. He said, "I'm Ian. What's your name?"

"It's Layna," she mumbled. Ian grinned and picked up a wooden plank with ease despite his skinny figure. He eyed Layna's bandaged feet and asked, "You sure you'll be alright?"

Layna started to pick up another piece of wood and said, "Yeah, this should be—"

She crumbled under the unexpected weight and hit her head on the ground. Clutching her head in pain, she frowned when Ian started laughing. He gave her another apologetic look and said, "Sorry! You wanna help me?"

"No, I can do it by myself," Layna defended herself, picking herself back up. Teeth clenched, she carried the plank onto her shoulders and slowly followed a skeptical Ian all the way to the building site. The adults laughed good-naturedly when she collapsed onto the ground out of exhaustion after setting her cargo on the ground. Ian followed suit before they both burst into laughter at how weak they were. They went back and forth from the wood pile to building site, carrying the wood together this time. Layna had never felt so happy and free before in her life. She met new people and had fun working with her new people despite the difficulty. It was almost like Grim Reaper had never invaded the town.

"So where you from?" Ian asked, stuffing the soup and bread that they had gotten for lunch into his mouth. They were relaxed on a hill that sat just on the outskirts of town. Layna had a perfect view of the town, almost finished with its renovation as the two of them stood there, isolated from the busy world around them.

Layna fell silent. She suddenly remembered she was the reason that everyone here was working. Ian must have seen her look, since he replied, "It's okay if you don't wanna talk about it. A good thing you didn't come here a few days ago though. You've heard of Grim Reaper, haven't you?"

"Uh, yeah. Is that why you're rebuilding the town?" Layna asked, trying to mask the guilty feeling that popped up again.

Ian sighed and stared up at the clouds, a sad look appearing on his face. He replied, "That's not all. My dad was caught in the fire trying to save my sister. We're still not sure if he'll get up or not. It's all Grim Reaper's fault for everything. I heard they plunder for survival or something, but that doesn't mean my dad has to die too."

Layna felt her heart get stuck in her throat. Suddenly, she hated Rune all the more for harming all those innocent people. Layna hadn't even stolen much from the people. She usually made bets and won her share of food from adults who seemed to find it amusing to lose bets to a girl.

"I'm…sorry, for everything," Layna found herself muttering.

"Oh, sorry, I shouldn't be talking about things like that with you. It's not your fault anyways," Ian replied, smiling.

"It is my fault," Layna replied. Suddenly, she couldn't fight the urge to confess, though she didn't know why. "I…we shouldn't have done something like that."

"What do you mean?" Ian asked, looking rather confused.

Layna took in a deep breath and stared down at her own feet. She replied, "I used to be part of Grim Reaper. If I had known what they were going to do, I…I would've stayed to fight them back."

There was a long silence. After what seemed like a million years, Ian's trembling voice said, "You used to be part of Grim Reaper?"

When Layna nodded, Ian seemed to explode with anger. He shouted, "You witch! After everything you did to us, do you think you can just say sorry and get away with it? No one wants your help! You don't deserve anything like that!"

Without warning, Ian leapt at Layna, grabbing onto the fruit knife from lunch. By instinct, Layna tumbled backwards, pain exploding in her left eye. She didn't scream. She just fell back onto the ground, clutching her eye, staring at Ian with shock. Furious tears were streaming down his cheeks, his eyes burning with hate.

That was when Layna realized something. She'd told Ian the truth, hoping for forgiveness. She now knew that that was just wishful thinking, nothing more. Slowly, she dragged herself back onto her feet. Not daring to look at Ian, she mumbled, "I'm sorry. You have every right to hate me. I won't come back again."

With that, she turned around, still clutching her left eye, and limped down the hill back towards the woods, never once looking back to see what kind of expression Ian might have on his face.

* * *

"And so, that's the story of how I got my scar? Sad, isn't it?" Layna laughed, slowly getting to her feet. She could stand without a problem for now at least.

"Why do you seem so happy though, Layna-san? Aren't you upset?" Wendy asked, a concerned look on her face.

Layna put her eye patch back on and replied, "I'm used to it, you see. I already know that what I've done can't be forgiven. That's why I have to defeat Grim Reaper this time. I want everyone here to know I can clean up my own messes. They can hate me for drawing Rune here, but at least I'll leave knowing that they know I rid them of their troubles."

"You can't leave!" Wendy exclaimed, jumping to her feet. Layna gave her a startled look, but Wendy pressed on, "I don't blame you for anything, Layna-san, and I think everyone deserves forgiveness. You didn't do anything wrong. You've helped lots of people too. This isn't just your problem anymore. It's everyone's, so you shouldn't force everything on yourself!"

Layna stared at her for a while until Wendy blushed and stammered, "I'm sorry. I just felt like you should know that."

Layna broke into a grin and scratched her head. She muttered, "Me getting lectured by a kid dragon slayer, huh? Not bad, Wendy-chan."

Before Wendy could blush redder, Layna straightened up and headed out the guild. Wendy shouted, "Wait! Where are you going?"

Layna cast her a back glance and replied, "Where else? It's about time those two dragon slaying idiots, isn't it? You coming?"

Wendy hesitated before rushing to catch up to Layna with a smile on her face.

* * *

**A/N: Flashback chapter! This got really long… my apologies… Anyways, thanks for reading!**

**Chapter 12 on the 12th of September... Fun coincidences.**

**Juvia's next. That I promise. For real. Maybe.**

**Thanks again for reading!**


	13. The Strength of Water

Juvia leapt into the air, just barely dodging another column of earth that crumbled the stone road. Her clothes were ripped and her skin was covered in bruises from the pieces of rubble that often flew her way. She had dealt with the dogs early on, easily using Water Lock to incapacitate them. That had only been the start of her troubles.

Emilia still had a few more tricks hidden up her sleeve. All spiritual beings of the world were under her control. If lightning dogs didn't work, than fire birds would do. If that didn't do the trick, then she would use tigers of earth. The list could go on and on. She would find one being to destroy the enemy, no matter what it took.

Facing the variety of opponents had started to take its toll on Juvia. The fingers on her left hands still felt numb from the electric shock of the dogs. The flames from the birds had scorched her skin, the tigers had left bruises all over. The enemy just kept coming, forcing Juvia to think of new strategies for each opponent, pressing her to the limit of her skills in battle.

"Water Nebula!" Juvia shouted, sending two columns of water crashing together, spinning with a ferocious splash at Emilia, drenching the earth tigers in boiling water until they were reduced to mud. Emilia just leapt into the air, laughing, summoning a violet unicorn that aimed a beam of light right at the water column. They exploded at contact, spewing water everything, drenching building and lamp posts that crackled at contact with water.

"Is that all you've got, water mage?" Emilia cackled. She held onto the unicorn's mane and shot towards Juvia, shouting, "Light Halo!"

A ring of light shot out from the unicorn's body, surrounding Juvia. She just barely had time to make a shield before the light snapped together at the center where Juvia stood. Her water shield burst with a splash and shattered. She screamed in pain as the light hit her and collapsed onto the ground, struggling to keep her eyes open.

"Give up already, water mage. There's nothing weaker than water. You'll never win against me," Emilia hissed, rolling the words on her tongue.

Juvia suddenly pushed herself onto her feet and shot a blade of water at Emilia, leaping backwards. Emilia reacted a second too late and was knocked into the river. She clawed her way back to the surface and flew out of the water, glaring down at Juvia. She growled, "You think you're stronger than me?"

"If it's a battle to protect Fairy Tail, then Juvia is stronger than every mage in the world!" Juvia declared back, holding her hands out in front of her and directing a beam of water at Emilia, who reacted on instinct, shooting her own whirlwind at Juvia. The two elements struck each other, but this time, the elements battled for the upper ground, their users struggling to overcome the other.

"Why do you hate water mages so much?" Juvia demanded, barely holding up her water beam.

"I told you already, didn't I? One is Layna. Two is Rune. Those two water freaks are too weak! Water itself is too weak!" Emilia shouted back, trying to keep her column of wind trained at Juvia.

"Layna-san isn't a water mage! And water is not weak! It's a beautiful and strong element!" Juvia argued, grinding her teeth together, her feet starting to slip on the ground.

Emilia raised her eyebrows and snickered, "That nightmare hasn't told you the truth? Some friend she is, don't you think? Besides, I have yet to meet a strong water mage. It's always water that loses the fight."

"Then I'll show you what water can do!" Juvia shouted, not wasting a moment in the battle. She took in a deep breath and clasped her hands together until the water blast doubled its force, shooting Emilia back once more. The enemy was unfazed though. She somersaulted over the water like it was the ground and raced at Juvia, running on water. Juvia braced herself for the blow, turning her body into water so that Emilia wouldn't be able to hurt her with physical attacks.

Emilia brought a cyclone down on Juvia with a renewed fury. Water had taken her home and family, stealing them away in the most underhanded way she'd ever seen. She had realized the weak never played fair. Such was the case with Layna and Rune. They cheated in battles. They ran away from their fears. Everything about them was as infuriating as water itself, and yet she had stayed, but only to destroy the towns as Rune had let her. No one deserved to live, not after what happened to her home.

She was a mage who prided with her wind magic. Then she'd learned the power of summoning creatures to obey her will. They were her tools to creating her ideal world, a world of destruction. With her two weapons, she knew she could conquer the world and leave Grim Reaper behind. It would be nothing but a rumor in the future of a dark guild of destruction. She would be reality.

Suddenly, a wave of water rushed out from the river, crushing down on Emilia. She barely leapt out of the way, snapping her head at the water mage. She stammered, "Impossible! You shouldn't have been able to survive that attack!"

"Water is flexible. You can cut it down again and again and it will always rise up again," Juvia rasped, panting for breath, clutching her injured right arm. "Don't underestimate the powers of a water mage, especially one like Juvia!"

She clenched her left fist together and swung a whirlpool right at Emilia, who raised her arm again to summon a hellhound from the depths of Hell itself, covered in a black flame that would never extinguish. The hellhound let out a long howl and charged at the whirlpool, spitting fire. The earth trembled at the sound, causing Juvia to lose her footing. She tripped over crumbled bricks and landed in the river with a splash, narrowly missing the hellhound's attack.

Before Emilia could gloat over her victory, Gray suddenly leapt off the roof of a nearby building, shouting, "Ice-make Hammer!"

Emilia whirled around and leapt to the side. The hellhound wasn't as lucky. The flames on its body sizzled on contact with the ice before bursting into a shower of sparks.

"Juvia! Are you okay?" Gray shouted to the water, eyes still on the enemy. It'd taken enough time to find Juvia. He had chanced upon Layna and Wendy, who had resupplied him with magic. He just hoped he hadn't come too late.

"Juvia is fine, Gray-sama!" Juvia replied as she rose out of the water, riding a huge wall of water.

"Then it's time we defeated the enemy," Gray said, glaring at Emilia. "I don't usually like attacking girls, but I won't forgive you for what you've done."

"You think you can defeat me with your water and ice? Ice is made of water, the weakest element of all! There's no way you can win!" Emilia scoffed, waving them off scornfully.

"You'll never know if you don't try," Gray replied with determination. He exchanged a glance with Juvia, hoping they had the same idea. Juvia gave a confident nod back at him and shouted, "Prepare yourself because Juvia won't let you get off so easy this time!"

She charged at Emilia on the wave of water, sending a water cyclone in her direction. Emilia smirked and summoned another whirlwind, striking right back at Juvia as they battled it out again, wind against water. Emilia trained every ounce of magic on the enemy. Water couldn't win, not while striking her head on.

"Gotcha," Gray said, suddenly appearing behind Emilia. Before she could turn around in shock, he shouted "Ice-make Excalibur!" and slashed at her, sending her flying straight into the buildings behind her.

Emilia collapsed in the crater she'd created. She managed to glare at the two Fairy Tail mages and hissed, "You cheaters…see what I mean about water being weak? You only know how to deceive people to get what you want. That's why I hate water so much."

With that, she lost consciousness and slumped over onto the ground. Gray let out a sigh of relief. He'd almost been afraid that their plan wouldn't work. He wiped his hands on his pants and glanced over at Juvia. Gray asked, "Is something wrong?"

Juvia was staring at Emilia's defeated figure. She asked, "Juvia was thinking about what she said. Maybe she is right about water being a weak and sneaky element. We only won because we tricked her."

Gray leaned back on a wall of the building and replied, "So? What's wrong with that?"

Juvia looked at Gray in confusion. Gray sighed and said, "So maybe water can't always win if you were to tackle it head on. Even if it doesn't play fair every time, it's because it's so flexible and slippery that makes it so strong, don't you think?"

Juvia blinked in surprise at his response, but she let herself smile. That made some sense to her. She suddenly remembered something else and asked, "By the way, Gray-sama. Would you know what she meant by calling Layna a water mage?"

Gray cast Emilia a glance and said, "She said that, huh? I don't know that much about Layna myself, but before she learned Mimicking Magic, I think she used to be a—"

A loud crash rang through the air, cutting him off. Both of them glanced at the dust and smoke rising to their left. They exchanged a worried glance and ran off in the direction of the battlefield to help their friends.

* * *

**A/N: Finally this chapter is done! I seriously never thought I'd finish this chapter… I really was running low on ideas.**

**I have a vague idea for the next chapter, so hopefully that'll come out quicker. (Depends if I finish my English homework… Essays are never fun, especially for a skilled procrastinator like me…)**

**Reminder to self to finish the cover I promised some ten chapters ago... **

**Thanks for reading everyone! I wouldn't have been able to get this far without you guys!**


	14. When Dragons and Water Attack

Lucy was running on the short end of her fuse. Sagittarius's arrows had failed, just as Cancer's scissors and Taurus's axe had. Aries's wool attack just tickled Panda, causing him to burst into laughter as he rolled about on the ground, nearly crushing Lucy herself.

"Just give up already, human. You can't win against me, especially when I'm in this form," Panda boomed, slowly brushing away the tears that had appeared in his eyes after suffering from the tickling attack.

Lucy gritted her teeth together. There must be something that the panda was weak against. She cast a glance at the rippling river beside her, remembering it's past effects. It was worth a shot, wasn't it?

"Open, Gate of the Water Bearer, Aquarius!" Lucy shouted, sticking her key in the water. Aquarius appeared with the usual furious look on her face. Unfortunately, Lucy knew very well that it wasn't fury directed at the enemy.

"How many times do I have to tell you not to summon me in such filthy water?" Aquarius growled, shooting a glare in Lucy's direction.

Lucy shrank under Aquarius's pressure and mumbled, "I'm sorry… Can you please attack the panda?"

"Tch," Aquarius muttered, casting a glance at Panda. "Just remember you owe me a lot for this!"

She shot a beam of water out of her urn straight at the unsuspecting panda. It sent him tottering into the nearby building. He blinked hard before his form burst into a cloud of smoke, and the man Lucy had seen before reappeared.

"So water is your weakness," Lucy stated, her confidence returning. Aquarius seemed like she didn't like the panda man much either. With luck, they'd be able to defeat him with ease.

The man gave her something that resembled an annoyed look. He growled back, "This panda doesn't like water okay? I didn't count on you to have a water spirit."

"So what'll you do now? You won't win if you stay like that!" Lucy declared.

The man chuckled like he was laughing at Lucy. Before she could demand what was wrong, he snickered, "Perhaps you'll force me to fight in a different form than my beloved panda. Prepare to feel the dragon's wrath, earthling!"

Lucy watched wide-eyed as his form suddenly started growing in size in build, growing scales all along his back and limb, his head forming into a snout. Even Aquarius seemed completely shocked at the sight before her.

"You're kidding me right? A real dragon?" Lucy stammered, starting to feel truly shocked and afraid, though she sent Aquarius back to the celestial world just in case.

The dragon cackled, "What will you do now, earthling? There's no way you can defeat me now! Dragons are the most powerful in this world!"

"Who said?" a voice shouted clearly through the chaotic night. Lucy turned to see Layna and Wendy running up to them. Layna stopped just next to Lucy and asked, "You okay?"

"Yeah, I'm fine. But how do we beat him? Unless, maybe Wendy and Natsu can use their magic on him?" Lucy suggested, exchanging a glance with Wendy.

"I can give it my best shot!" Wendy replied determinedly, clenching her fist together.

Carla was about to warn Wendy about putting herself in such danger when Layna put a hand on Wendy's shoulder and said, "Stay back and support me and Lucy. I don't want a nice girl like you to get hurt."

"But Layna-san! Your wounds are still deep!" Wendy protested.

"Don't worry. Besides, I can deal with this easily," Layna replied with a smirk on her face. It somehow reminded Lucy of Natsu when he jumped into a battle, a devilish grin on his face.

"Wait, don't tell me you're going to mimic his magic and turn into a dragon, are you?" Lucy asked, glancing over at the dragon. He'd been watching the three of them silently, as if amused by their frantic conversation.

"Like I said, Lucy-chan. Don't worry about it. Somehow talking with Wendy-chan changed my mood. I won't be running away anymore. I'll deal with the stupid idiot the real way. Ready, Lucy-chan?" Layna asked, giving her a grin.

Lucy stared back and let out a sigh. She grinned back and said, "Then let's do this!"

They ran at the dragon, who let out a low growl out of his throat. He grumbled, "Layna-sama, pairing up with earthlings. Pitiful, but there's nothing you can do."

He dropped to the ground suddenly, creating a huge crater in the street, almost managing to crush Layna and Lucy, who simultaneously leapt onto his back. He slowly picked himself up and starting shaking like crazy. Lucy grabbed onto one his horns just in time, but Layna slipped, tumbling down in midair.

"Layna!" Lucy shouted, watching in horror as Layna fell through midair.

Suddenly, she noticed a smirk on Layna's face, an almost crazed glint in her eyes. She shouted, "Panda! This is my war with you! Behold the power of the Dragon Slayer!"

"Hmm?" the dragon muttered, having a difficult time turning around. "And what Dragon Slayer might you be talking about?"

Layna suddenly pushed off the air and settled a distance away from the dragon. She shouted, "You're to stupid to figure that out! Just watch and see as the mighty water mage defeats the dragon once and for all!"

Without needing to communicate, Lucy leapt off the dragon's head, calling out Virgo, who for once failed to make a side comment and directly deepened the crater under the dragon's feet, firmly trapping him in place. Before the dragon could realize what was happening, Lucy and Wendy watched in awe as Layna shot up above his head and held out her arms out wide like a pair of wings. She shouted, "Water Dragon's Wing Attack!"

A huge wave of water suddenly materialized around her arms as she swerved downwards, heading straight for the dragon. Her wings of water flapped together to assemble the furious attack right at the dragon's core, causing him to emit a long roar of pain.

"Layna-san…So she was a Dragon Slayer…"Wendy absentmindedly mumbled, watching as Layna attacked, again and again at the dragon, who seemed unable to withstand her attacks.

Just as he was tottering in the trap, Layna suddenly shouted, "Lucy!"

Lucy could clearly see the raw underbelly of the dragon. She grinned and shouted, "Leave it to me! Taurus! Leo!"

Her spirits, fully healed, emerged with a flash and set into action, striking the underbelly with one quick, sharp motion. The dragon howled again and suddenly vanished in a puff of smoke. Lucy shielded her eyes from the sudden gust of wind, unsure of what had happened? Did they win?

The smoke finally cleared, revealing the man standing firmly in the crater, glaring up at Layna, who was panting but with a grin on her face. He shouted, "Why are you doing this? You would do this to your own home and family?"

Layna let out a long sigh and replied, "I agree, Panda. Grim Reaper used to be my home, but that home is now Fairy Tail. It's with them that I discovered my true family, one worth protecting from all who dare to challenge it!"

Lucy, Wendy, and Carla joined Layna at the edge of the crater, where the man sat down and stared up at them, seemingly unwilling to get out of the hole. His gaze suddenly softened, like he was remembering something. He sighed, "Very well then. I understand your desire to protect the people you love, but remember this, Layna-sama. There will always be times when no matter how much you try, the people you want to protect will still fall anyways. Power always determines a battle, not emotions."

Laughter escaped from Layna's lips. She asked, "So I can accept this as your words of defeat?"

The man sighed again and scratched his head lazily. He replied, "I see no more use in fighting you. After all, you're stronger than me, both in mind and power. Fighting you would do nothing to improve my current situation."

"Then good. Because that's the difference between you and me, Panda. I love everyone in Fairy Tail, and I'll fight to protect them as long as I can. And no matter what enemy challenges us, we will always win. After all, we 're Fairy Tail, and we never give up, not if we still have a family and home to protect!"

With that, she left the crater behind her, closely followed by Lucy and Wendy. Wendy glanced back and asked, "Is it really okay to leave him like that?"

"Oh, don't worry, he'll leave when he wants to. He has enough magic to fly out," Layna replied. She turned to Lucy and said, "Great work, Lucy-chan. That was amazing, wasn't it?"

Lucy smiled just as Gray and Juvia appeared, both heavily injured. They shouted, "Hey! Is everyone alright?"

"Now look who's talking?" Layna asked as Wendy rushed over to heal their wounds. Seeing the grin on Layna's face, Gray asked, "So, you defeated another one?"

"I'm supposing you guys did too?" Layna asked back. "So that's how many down now?"

"I got some brat called Ray, and we just beat a crazy woman who could use wind magic thanks to Juvia," Gray replied, completely oblivious to the happy blush that appeared on Juvia's face.

"So that's three down, right?" Lucy thought aloud.

"Make that four," Erza replied, followed by a lavender haired girl. Both of them looked equally battered, but neither showed it.

"Lilac! What are you doing here?" Layna hissed, leaping back into a fighting pose.

"Relax," Erza said. "She's on our side now."

"What?" they all stammered, staring at the stranger who gave them a bored look in return. She said, "You have proved to be good people. I will help you in driving the Grim Reaper out as atonement for my sins."

After a long silence, Layna finally said, "So…that leaves the question of where Natsu went, doesn't it?"

"Probably to where Rune is," Lilac replied in a monotone.

"Then what are we waiting for?" Lucy asked. "We don't have time to waste, do we?"

The group grinned and they headed off down the street, ready to face the last enemy, together.

* * *

**A/N: I can't tell if this chapter was long or not... But I managed to finish it. That's all that matters.**

**So since I'm bored, next chapter we might as well take a small break and look into Panda's mind. Then maybe I'll think of some great epic battle that might take more than a chapter for once. **

**I won't jinx this, but it might be ending in a few chapters. Depends on what I think my lucky number as. I'm aiming for under 20. **

**Thanks to everyone for reading this far! I couldn't have gotten here without all you readers, so thanks! **


	15. The Black and White Memory

Panda stared up at the dark sky, lying face up in the pit he'd created. The voices of the Fairy Tail mages had long since vanished into the wind.

He probably had enough magic left inside of him to transform into something that could get him out of there. A bird perhaps, or maybe a bat. But he didn't feel like it. He'd gotten his first taste of defeat, and though he didn't like it, he accepted it. Being defeated by Layna-sama seemed like a fitting ending for him, the ultimate defense.

Again he caught himself wondering why water affected him so much. Maybe he'd just always had a weakness of the Nightmare siblings. Or maybe it was a tribute to the person he owed his life to, the perso he couldn't save, the person who was his only weakness.

Thinking about the old days always put him in a sullen mood. The days before Grim Reaper had been mellow and calm, just the opposite of the life he led now, so full of danger and adventure that he never had time to breathe. It'd been around then when he'd perfected his ability to change into the shape of any being he liked.

He used to be a normal panda living in an animal shelter in a town far from Magnolia. He'd always known he was different. He learned to walk on two legs, speak, and even learned magic from an interested scholar who came weekly. A genius of his kind was what he'd been called, but he'd never taken much interest in leaving his home for freedom until he met her.

Terry had been the most intriguing figure Panda had ever met. He hadn't been able to pronounce r's correctly at the time, so he called her Telly ever time they met. She was a young woman, aspiring to become a professional at helping animals and perhaps sending them back into the wild. Panda had had no interest in the wild bamboo forests that probably awaited him. Instead, he was fascinated by the human world that Terry described, complex and free, but most of all, fun.

It'd been a similar day like that when the disaster had occurred. A year had passed since Panda had met her, and they were already the best of friends, talking and laughing in the shelter till the sun vanished from the skies and the moon replaced her brother. That was when Panda had asked the question.

"So why do you like animals so much, Telly? We're not even half as smart as you humans are," Panda commented, flopping onto his belly.

"Who cares about your intelligence?" Terry laughed, pulling Panda into a bear hug. "You're all so cute! That's enough for me to love you!"

"How much love is that?" Panda challenged, grinning as he rolled over lazily, Terry still clinging on to him.

Terry pushed herself off and brushed her bangs to the side. She put her hands on her hips and declared, "Enough that I'd save the whole lot of you even if I have to risk my life!"

Panda fell silent and Terry moved on to other topics. He couldn't help wondering how humans always managed to think up analogies to express their feelings. It was pretty amazing, but Panda knew Terry would probably never actually mean that. It was just a figurative speech. That was all.

That very night, the pandas decided to have some party in honor of the full moon, which humans called a blue moon. It was giving off a nice cool glow, a light that seemed distant and bright. Panda had been happy with staying ashore, studying the full moon that hung above their heads like a strange guardian. The others were in the small pond, splashing away, laughing and having fun.

The rain started at about midnight, right as the moon reached its peak. It was only a light pitter-patter, raindrops striking the pond with an arrange of tinkling and ringing. The party reached its peak, rising up to its full fervor as everyone splashed around in the pool, looking like they were having the time of their life.

And just as suddenly, the storm was upon them. Crashing down on the earth came torrents of rain, pouring and rushing through the pond and striking the unsuspecting home of the pandas. Everyone was thrown into disarray, rushing for the shelter, trying to escape from the pool that had been turned into a monster now threatening to devour them all. Panda was rooted to the spot, watching as chaos unfurled around him, waves swirling in a fury unknown to him. For the first time in his life, he was consumed with a petrified terror, frozen as the rest of his companions struggled to swim through raging waters.

A wave was just about to consume him when a hand grabbed him, pulling him backwards to safety. It was Terry. He knew without even looking. She sprinted full speed ahead straight into the flooding pool, diving into the waters without a second thought. He watched, dazed, as she grabbed onto another panda, pushing him slowly, helping him stay afloat.

With a heavy heart, Panda realized the truth behind Terry's words that afternoon. It hadn't been figurative speech. It'd been words from her heart.

Suddenly, Terry's head was bobbing up and down in the water. She had reached her limit, saving him and two other of his companions. She was sinking into the waters, gasping for breath, and yet still trying to reach out for the few who were still stuck within the monster's clutches.

Something seemed to hit Panda right in the face. Gone was his laziness, his unwillingness to do something, anything, that might change his daily life. All he knew was that he had to save them, that he could save them.

With a loud roar, he called upon the magic he could muster, transforming into a magnificent dragon, wings wide enough to shield the whole shelter from rain. He bent down and scooped everyone in the pool up in his scaly arms, turning slowly and carefully to set them back near the shelter, where they would be safe. His magic relapsed, gushing out of him like a popped balloon, and he ran over to see if everyone was alright, stumbling from running so fast.

They were all huddled around Terry, a pale figure dressed in the green uniform among spots of black and white. Panda managed to squeeze through the rest until he was right in front of Terry.

Her eyes were closed, her pale lips almost forming a smile. She looked like an angel gone to bed, her hands resting peacefully next to her side. They stood there in complete silence, rain pounding down in a monotonous drone on the roof above. There was nothing to describe what Panda was feeling, a cold empty emotion sinking in his heart. He was stricken by how easily death had taken a life, a human life that had so much promise and fun, wasted on saving lower beings of their kind.

Something changed inside him. Without even a clear goal, he left the shelter without any notice, taking the form of a human. He wandered from town to town, looking for something to explain the real reason for Terry's death. He never revealed his original panda form ever again, almost like he was shamed to look at himself, aimlessly wandering about the country.

It'd been in one such town when he'd met the Nightmare siblings. He'd been minding his own business when a young girl with cropped black hair came charging at him out of nowhere, shouting, "The panda is mine!"

He just nearly dodged, bewildered. He stammered, "How do you know?"

"You look like a panda, old man!" the girl snickered, leaping right onto his back.

"Layna, quit fooling around. You'll scare him," a young teen said, walking out of the shadows. He glanced over at Panda's bewildered look and said, "Sorry, sir, we just wanted to talk to you."

"What do you want?"

"Me and my sister, we studied your background. We'd like you to join our guild," the boy said, yanking his sister of Panda's back.

"You did what?" Panda almost shouted, completely shocked by the two children before him.

"I heard you ran away after a friend of yours died," the boy stated with almost no emotion.

Panda gulped. How did these people know so much about him? He argued, "I wanted to find an answer about her death. That's all."

"Why?" the girl asked. "Is there something wrong with dying for someone you care about?"

Panda stared back. To think she could so easily answer his question was almost unthinkable, and yet there was something about her answer that assured him. He wondered if maybe, just maybe he could learn something more from staying with the two siblings. So when the elder boy asked again to join them in whatever they did, he agreed. It wouldn't hurt trying.

Suddenly, he heard a voice shouting to him. Panda opened his eyes lazily, snapping out of his reverie. Up above he saw a head of blonde hair appeared on the rim of the crater as he shouted, "Panda-san! Hurry up and get out of there!"

"Ok, ok," Panda relented with sigh. He picked himself up and leaped into the air, turning into an eagle mid-leap before soaring back to the surface before returning to a human form. Ray was standing there, clutching onto his left arm, bruised and battered.

Before Panda could say anything, Ray muttered, "I got defeated. What do we do now? Rune's in big trouble."

"Don't worry, Ray. Rune will be fine," Panda said with a sigh as he ruffled Ray's messy hair casually. That was the only thought he could still cling on to, whether it be out of hope or stubbornness, he knew not. He could only continue to believe that the Rune he had known would still exist even after his wildest dreams had been shattered.

_If only that could happen,_ Panda thought absentmindedly, looking up at the starry sky. The nightmare had only begun.

* * *

**A/N: ...I don't know what to say... Sorry for the random chapter? I slacked on this story for a while, but maybe the fun will begin from here. Maybe.**

**Thanks for reading though! Really appreciate the support!**


	16. Flame Among Water

"Rune! What will we do now?" Yumi cried, glancing back once in a while at Magnolia. Smoke and dust were rising in several places, probably from battle sites that had occurred. Yoru was trailing behind them, looking dejected, but Rune paid him no attention. His elite team might've have failed. It was the past now. Nothing but the past.

"We'll just regroup with the rest of them and start again," Rune replied, looking towards their camp up at the mountaintop. His ears picked up a chaotic sound, of fighting and shouting. His eyes simply narrowed as he said, "Guys, let's hurry up. I don't have great feeling about this."

That feeling was completely justified. The moment his eyes penetrated through the darkness, scrutinizing the camp from above, a horrifying sight met his eyes. The camp was in chaos, Fairy Tail members racing across the site and leaving havoc in their wake. People were running, abandoning their posts and fleeing the mountain, people he'd handpicked to become fighters, soldiers for the guild.

"No, no, no," Rune found himself muttering, watching as the scene unfolded before him. It couldn't be. For years he'd communicated with the human race, delved into their past and analyzed their strengths and weaknesses. For years he'd traveled the land, picking out the best of the best, the ones who could endure the harshness of reality, the ones who all wanted the destruction of evil. To think that all those people were nothing but cowards? It was a horrible feeling, but not as demeaning as it was for Rune himself. He'd failed to see through the most basic of people, the humans he'd learned to love after all those years of isolation.

It was funny, it really was. Watching Fairy Tail destroy the precious guild he'd created, the grim reaper of all evil, eliminating his one tie to the human world. It was almost like the world was moving in slow motion, people crashing through tents from a strike of lightning, a gust of wind and sand sending the frail black cloth flying into disarray. With every person crushed, another fled, and with it his love, his passion for the human race seemed to fly with it.

Suddenly, he hated them. Every single person there. The ones who destroyed his guild as if they were justice. The ones who lost to the enemy without even trying. And the ones who fled in the face of fear and cowardice. No one, not anyone could escape his hate, his wrath.

"Rune, is something wrong?" Yumi asked in a worried voice, looking down at Rune as she flapped her wings in midair.

"Nothing. It's just that I've realized the truth now. Humans, they don't deserve any mercy. They don't deserve it at all," Rune mumbled, the wind harshly whipping his hair back in a frenzy.

Without a warning, he freed himself from Yumi's hold, shooting straight down to the earth, a huge gust of wind announcing his arrival. The battle at camp immediately froze and fell silent, staring at Rune, who almost looked ablaze under the sun that finally started to peak over the mountaintops, illuminating him in a brilliant ray of light as his raven hair waved in the wind.

Just as suddenly as the sudden peace and quiet had come, it vanished just as quickly. With a roar, Rune let out of his fury, dousing the entire camp, friend and foe alike in a torrent of hate and anguish. None were a match for him, the Water Dragon Slayer who'd gone through hell itself. The pain was real, and Rune knew it. Even as he destroyed the enemy with one fell sweep without even lifting a finger, he knew his hate would never quench. No water could drown out the new fury in his heart, the fire kindled among water itself. No one but Layna had the power to do that.

The enemy had been crushed, broken bodies strewn across the battlefield. They weren't dead. Rune had no desire to kill them. He hated bloodshed unless it was absolutely necessary.

He'd created Grim Reaper to deal justice upon the evil. Layna, in her young childish age, had misunderstood and left him, and now he was back to right the wrongs, to get the only family he had back. Grim Reaper had been made for her, to shield her from the abuse of reality, to protect her from the scars of the past. He'd created the guild as a charm to repel the bad luck that flowed in their blood, and yet she'd left and found her own life, a life without Rune. It was almost as if the charm had worked, but only for Layna, while Rune was left to watch her back and endure all the hardships.

Studying the damage he'd done, Rune felt a strange satisfaction. For once his anger had been let out, and it was a nice feeling, to lose the image of a leader, to return to the person he really was. As long as he got Layna back, everything would be fine.

Suddenly, Yoru dove down from the sky, shouting, "Rune, look out!"

Rune reacted just a second too late as Natsu fell from the sky, smacking Rune right across the face. Even as Rune struggled back onto his feet, he couldn't help but noticing the furious look on his face, an emotion that almost matched his own.

"What did you do to my friends?" Natsu snarled, closing in step by step towards Rune.

Rune brushed the dust off his coat casually before turning to face Natsu. The expression on his face made even Yumi shiver in fear. All these years they'd been together, and never had she seen so much hatred and fury appear on Rune's face before. He cracked his knuckles as he eyed Natsu with narrowed eyes before growling, ""How nice of you to join the party, Salamander. I just happened to be looking for a punching bag."

"You're the one who's going to be my punching bag, you bastard!" Natsu yelled back, racing at Rune until their fists crossed. Fire met water with a loud bang and the battle begun, magic whirling around them until nothing could possibly be spared. Rune didn't care if this fight destroyed the whole world in the process. He would be fine with anything, just as long as Layna came back to him, just as long as he could be her brother again.

* * *

Far away down at the foot of the mountain, the group watched, in shock and horror, as the whirlwind of magic swept the mountaintop into a fighting frenzy. People were charging down the hills, only not to attack, but to flee, running into town and disappearing into the darkness. Fairy Tail mages were among them, though almost all stopped to group around the small party of the team that stayed back in town.

"What's happening?" Erza urgently asked, still eyeing the storm carefully.

"Natsu," Mirajane breathed. It was unlike her to be as shocked as she was. "Natsu started a fight with a water dragon slayer."

Erza started turning the gears in her head. She immediately started barking out orders. Wendy was to go back to guild with the rest of them to heal their injuries. She scared Juvia into going back to the guild as well, taking note of the injuries on her body. Gray was determined to stay behind as was Lucy. Erza was about to tell Layna to go back to the guild as well when she suddenly realized Layna had vanished amidst all the chaos. Erza snapped her head upwards to see a small black figure flying through the skies towards the mountaintop.

A sudden chill ran through Erza's spine as she broke into a run towards the mountaintop, ignoring all else. The speed of which Layna was moving unnerved her, not to mention the darkness of the whirling water up above gave off a dark, chilling feeling.

From behind her, Erza heard Lilac say something under her breath, her voice sounding almost as if her conscience had been switched off, replaced with a robot whose only goal was to destroy all evil. She muttered, "There's evil up there. I must destroy it."

What Erza didn't know though, was who that evil might be.

* * *

**A/N: Okay... I'm sorta getting back on track with the whole fighting thing. My mind's sorta beat by now. Not used to so much violence...**

**This chapter came up randomly, so I'm doing my best to work with the story from here. Not sure how long it'll go on but hopefully it won't drag.**

**Thanks for reading this far! I really appreciate all the support and readers. If I get lucky I might get something else posted soon. **


	17. Friends

Layna sped towards the top of the mountain with a newfound urgency in her flight. Up ahead she could see the two of them fighting, Natsu against Rune, a clash of red and blue against the starry sky. Even in midair, she could feel the earth trembling with the wake of their fight, threatening to shatter the home she loved apart.

Like hell she was going to let that happen.

Speaking to Wendy had somehow sharpened her mind. There was no space left for pity. If she was to successfully defend her home, even Rune had to be defeated, and she knew Natsu would never win alone. Water was stronger than fire. It always had been.

The moment she caught sight of the battle, she dropped down from the air, landing right on top of Natsu and Rune. They went flying into the earth, a loud boom echoing throughout the mountains.

"What the hell are you doing, Layna?" Natsu shouted, struggling onto his feet.

Layna landed next to him and said, "Sorry. I can't aim when the two of you are so close."

"So you've finally come to fight me," Rune stated, wiping his mouth of dirt.

"Yes. And this time, I won't lose. I'll send you down to hell myself if that's what it takes," Layna growled, planting her feet firmly on the ground.

"Even though we're siblings?" Rune asked, the smile still on his face.

Layna stared at her brother for a while before slowly saying, "Even though we're siblings."

With that, she flew at Rune, her whole body covered in water. Rune wove a water shield around him, pressing against Layna's attack. The pressure between the two attacks increased, slowly pushing out any air that may have been trapped between the two waves of water. Suddenly, the water exploded into the air as Layna broke through with a snarl, slamming a punch right at Rune. He shot into the air, where Yumi just barely caught him, before he dropped back down to earth to land another blow right back at Layna.

Just then, as the battle continued as Layna and Rune simultaneously took one blow after another, Natsu suddenly sent a wave of fire at the two of them, the impact rustling the mountain until Layna could hear trees falling in the distance.

Layna leapt backwards, her face still tingling from the sudden heat. She snapped, "What are you doing, you idiot?"

"This was my fight! I'm not letting anyone steal my opponent!" Natsu growled, advancing on Rune.

"Don't even think about it! I should be the one dealing with this problem!" Layna hissed, grabbing Natsu's scarf until they were face to face.

Natsu stared determinedly back at her before replying, "This isn't only your problem, Layna. We share our problems, remember? And then we, the guild, deal with it. Together."

Layna's gaze wavered under Natsu's steely glare. It'd been almost two years since she'd been a part of a guild, two years since she'd truly experienced the feeling of home. Two years had been a long time on the road, her desperate escape from the reality of Lisanna's death. She hated despair and yet feared it at the same time, choosing to run away rather than face it with the guild. Layna had never fully adjusted to Fairy Tail's warmth and hospitality, but the quest had taken her to the most desolate places of Fiore. Only now did she realize how much she had actually missed the feeling of home and friendship.

"Well, I'm still not going to let you take over my battle," Layna stubbornly replied.

Natsu broke into a grin and said, "Oh yeah?"

Flames burst into life around him as a gush of water surrounded Layna. Their eyes glinting, they looked over at Rune, a smirk on each of their faces. Together, they flew at him, fists pulled back as they shouted, "He's mine!"

Rune leapt out of the way, a disdainful look on his face. He growled, "You're always ruining things, Salamander. Did your parent not teach you not to stick your nose in family business?"

"You could be Layna's brother or friend for all I care. I won't forgive you for making her cry!" Natsu shouted, socking Rune right in the face.

"Wait, when did I cry?" Layna hissed at Natsu while aiming a kick at Rune.

Natsu paused and said, "When I brought you back, you were apologizing to someone. That was to him, wasn't it?"

Layna stared at Natsu in shock. Before she could reply though, Yoru's voice rang out cold and silent. "An apology? Finally feeling some remorse, are you?"

Without warning, Yoru slammed into Layna, sending her shooting through the air. She crashed through trees and landed in a clear patch of land. She scrambled to her feet and just barely dodged as Yoru zoomed up, his fist punching into the ground.

"Yoru! What the hell are you doing?" Layna shouted, dodging his attacks.

"I won't let you off the bat this time, Layna! Not until you explain everything to me!"

Layna gritted her teeth together and hissed, "There's nothing to explain. What's past is past, that's all!"

"Then you deserve this!" Yoru snarled, shooting like a rocket towards Layna. Even as she watched Yoru approach, she knew she couldn't avoid it. All she could do was shield her face and attempt to protect herself.

"Wing Attack of the Sky Dragon!"

Layna felt a huge gust of wind whip in front of her face and opened her eyes just in time to see Yoru get thrown back by a whirlwind.

"Yoru!" Layna shouted before she could remember to keep her emotions in check. She'd run halfway towards Yoru's fallen body when she froze, remembering her role as 'the hater.'

Yoru, his form back into his normal cat appearance, glowered over at the tiny figure that ran into the clearing. Wendy ran over to Layna, shouting, "Are you okay?"

"Wendy? What are you doing here?" Layna asked, bewildered.

Wendy glanced at Yoru, who had climbed back onto his feet before looking back at Layna. Suddenly, she shouted, "Please stop fighting!"

"Ha?" Yoru and Layna said, staring at Wendy.

"The two of you were best friends, right? Best friends shouldn't be fighting. It's not right!" Wendy continued, her tiny fists clenched together.

"Friends? Layna hates me! How do you call that friends?" Yoru yelled, swaying on his feet.

Layna looked away, trying to hide the pain in her eyes. Instead, Wendy stepped up and said, "Layna-san, why can't you tell him the truth?"

"I can't hurt Yoru," Layna mumbled, as Yoru's voice demanded, "Truth? What truth?"

"Aren't friends supposed to trust each other? We support each other through hardships and challenges, right?"

"Yoru doesn't trust me anymore. Nothing I say will work."

Wendy studied Layna long and hard before turning on Yoru. She said, "Please stop fighting. Layna-san doesn't want to fight you."

"Because she looks down on me," Yoru spat, his form glowing with magic.

"No. She doesn't want to fight because you're her friend. She loves you as her best friend. Why can't you see that?" Wendy asked.

"Then why did she say she hated me? She betrayed the guild. She betrayed me! You're lying!" Yoru shouted, advancing slowly on the two of them.

"Wendy, that's enough," Layna said, but Wendy cut her off. She continued, "Layna-san told me everything that happened in the past. She didn't want you to get hurt. That's why she said she hated you, so you wouldn't follow her into danger. That's the reason, isn't it, Layna-san?"

Layna glanced down at the ground, unable to meet Yoru's eyes as he looked over at her, his eyes narrowed. His voice was trembling as he asked, "Layna, is this true?"

She clenched her teeth together and forced herself to look up at Yoru's accusing eyes. She didn't understand what Wendy was planning, but it didn't matter now that the truth was out. She gulped and replied, "I'm sorry Yoru. I…I just couldn't endanger you. It's okay if you still hate me for this."

Before Layna could react, Yoru suddenly flew at her, throwing her off balance. Only this time, she watched, shocked, as Yoru brust into tears. He shouted, "Idiot Layna! I don't care about danger! All this time I thought you hated me. You should've just told me! Then it wouldn't have been like this!"

"Y-you're not mad?" Layna asked, bewildered.

"Of course I'm mad! You didn't trut me! You didn't think I could be as strong as you! But you don't hate me. That's all that matters! I still want to be your friend too!" Yoru cried, rubbing his eyes.

A small smile appeared on Layna's face as she petted the top of Yoru's head. She glanced up at Wendy, who was smiling like she had hoped this would happen. Layna mouthed a thank you before hugging Yoru. She said, "Don't worry. I won't leave you behind again. I promise."

* * *

**A/N: Gahhhhhhh… sorry if that was cliché or silly or whatever… I just really wanted Yoru and Layna to make up with each other and that was the only thing I could think of.**

**Next chapter I'll go back to the battle and stay there. I promise. Of course as always, Natsu and team will probably end up winning XD Just need to think of how…**

**Thanks for reading!**


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